TETRA TECHNOLOGIES INC 10-K

Item 9A. Controls and Procedures. Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Our 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 our assets; (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 are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 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. Grant Thornton LLP, our independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025. Grant Thornton LLP’s report on our internal control over financial reporting is included herein. 40 Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Rule 10b5-1 Trading Arrangements 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. PART III Item 10. Directors, Executive Officers, and Corporate Governance. 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. 1: 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. Item 11. Executive Compensation. 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. 41 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. 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. Item 14. Principal Accounting Fees and Services. 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. 42 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) List of documents filed as part of this Report 1. Financial Statements of the Company Page Reports of Independent Registered Public Accounting Firm (PCAOB ID Number Grant Thornton LLP: 248 ) F- 1 Consolidated Balance Sheets at December 31, 2025 and 2024 F- 3 Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 F- 5 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023 F- 6 Consolidated Statements of Equity for the years ended December 31, 2025, 2024, and 2023 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 F- 8 Notes to Consolidated Financial Statements F- 9 2. Financial statement schedules All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. 3. List of Exhibits 2.1+++ Asset Purchase and Sale Agreement, dated February 28, 2018, by and between Maritech Resources, LLC, TETRA Technologies, Inc., and Orinoco Natural Resources, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018 (SEC File No. 001-13455)). 2.2+++ Equity Interest Purchase and Sale Agreement, dated February 28, 2018, by and among TETRA Technologies, Inc., TETRA Production Testing Holding LLC, and Epic Offshore Specialty, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018 (SEC File No. 001-13455)). 2.3+++ Equity Interest Purchase Agreement, dated February 13, 2018, by and among the sellers listed therein, the sellers representative and TETRA Technologies, Inc (incorporated by reference to Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018 (SEC File No. 001-13455)). 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. 001-13455)). 3.1+ 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. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 25, 2023 (SEC File No. 001-13455)). 3.3 Second Amended and Restated Bylaws of TETRA Technologies, Inc. (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. 001-13455)). 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)). 4.2 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)). 4.3 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. 001-13455)). 4.4 Sixth Amendment to Credit Agreement and Second Amendment to Pledge and Security Agreement dated May 13, 2024 between TETRA Technologies, Inc., certain subsidiaries of the company, and Bank of America, N.A (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K/A filed on May 20, 2024 (SEC File No. 001-13455)). 43 4.5 Tax Benefits Preservation Plan, dated February 28, 2023, between TETRA Technologies, Inc. and Computershare Trust Company N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 1, 2023 (SEC File No. 001-13455)). 4.6+ Description of the Registrant's Securities Registered Pursuant to Section 12 of the Exchange Act . 4.7+ 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 Quarterly Report on Form 10-Q filed on August 13, 2002 (SEC File No. 001-13455)). 10.2*** TETRA Technologies, Inc. Nonqualified Deferred Compensation Plan and The Executive Excess Plan Adoption Agreement effective on June 30, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q/A filed on March 16, 2006 (SEC File No. 001-13455)). 10.3*** 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 February 27, 2024 (SEC File No, 001-13455)). 10.4*** 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 Report on Form 10-Q filed on August 10, 2015 (SEC File No. 001-13455)). 10.5*** Form of Employee Incentive Stock Option Agreement under the TETRA Technologies, Inc. 2007 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 5, 2010 (SEC File No. 333-166537)). 10.6*** 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. 001-13455)). 10.7*** 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)). 10.8 Lease Agreement dated December 31, 2012 by and between Tetris Property LP and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K filed on March 4, 2013 (SEC File No. 001-13455)). 10.9 Bonding Agreement, dated February 28, 2018, between TETRA Technologies, Inc., Orinoco Natural Resources, LLC, and Epic Offshore Specialty, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2018 (SEC File No. 001-13455)). 10.10*** Form of Change in Control Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 16, 2020 (SEC File No. 001-13455)). 10.11*** TETRA Technologies, Inc. Cash Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2010 (SEC File No. 001-13455)). 10.12*** Amendment to the TETRA Technologies, Inc. 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. 001-13455)). 10.13*** Amendment No. 2 to the TETRA Technologies, Inc. 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. 001-13455)). 10.14*** TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on February 12, 2018 ( SEC File No. 333-222976)). 10.15*** Form of TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on February 12, 2018 (SEC File No. 333-222976)). 10.16*** TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 25, 2023 (SEC File No. 001-13455)). 10.17*** Form of TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC File No. 001-13455)). 44 10.18*** Form of TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award for outside directors (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC File No. 001-13455)). 10.19*** 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. 333-224679). 10.20*** 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. 001-13455)). 10.21*** 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. 001-12455)). 10.22*** 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. 001-12455)). 10.23 Form of Indemnification Agreement for directors and executive officers of TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 12, 2008 (SEC File No. 001-13455)). 10.24 Memorandum of Understanding between TETRA Technologies, Inc. and Saltwerx LLC dated June 19, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2023 (SEC File No. 001-13455)). 10.25 Memorandum of Understanding Amendment No. 1 between TETRA Technologies, Inc. and Saltwerx LLC dated November 29, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No. 001-13455)). 10.26 Memorandum of Understanding Amendment No. 2 between TETRA Technologies, Inc. and Saltwerx LLC dated January 16, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No. 001-13455)). 10.27 Memorandum of Understanding Amendment No. 3 between TETRA Technologies, Inc. and Saltwerx LLC dated March 20, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No. 001-13455)). 10.28 Memorandum of Understanding Amendment No. 4 between TETRA Technologies, Inc. and Saltwerx LLC dated April 15, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No. 001-13455)). 10.29 Memorandum of Understanding Amendment No. 5 between TETRA Technologies, Inc. and Saltwerx LLC dated August 19, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 29, 2024 (SEC File No. 001-13455)). 19 TETRA Technologies, Inc. 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. 001-13455)). 21+ Subsidiaries of the Company. 23.1+ Consent of Grant Thornton LLP 31.1+ Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2+ Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). 32.2** Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). 97.1 TETRA Technologies, Inc. Incentive-Based Compensation Recoupment Policy effective on October 25, 2023 (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC file No. 001-13455)). 101.INS++ XBRL Instance Document. 45 101.SCH++ XBRL Taxonomy Extension Schema Document. 101.CAL++ XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB++ XBRL Taxonomy Extension Label Linkbase Document. 101.PRE++ XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF++ XBRL Taxonomy Extension Definition Linkbase Document. 104++ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). + Filed with this report ** Furnished with this report. *** Management contract or compensatory plan or arrangement. ++ Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023; (ii) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements for the year ended December 31, 2025. +++ Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any such omitted schedule to the SEC upon request. 46 Item 16. Form 10-K Summary. None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, TETRA Technologies, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TETRA Technologies, Inc. Date: February 25, 2026 By: /s/Brady M. Murphy Brady M. Murphy, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: 47 Signature Title Date /s/John F. Glick Chairman of February 25, 2026 John F. Glick the Board of Directors /s/Brady M. Murphy President, Chief Executive Officer, February 25, 2026 Brady M. Murphy and Director (Principal Executive Officer) /s/Elijio V. Serrano Senior Vice President February 25, 2026 Elijio V. Serrano and Chief Financial Officer (Principal Financial Officer) /s/Katherine Kokenes Vice President February 25, 2026 Katherine Kokenes and Chief Accounting Officer (Principal Accounting Officer) /s/Thomas R. Bates, Jr. Director February 25, 2026 Thomas R. Bates, Jr. /s/Christian A. Garcia Director February 25, 2026 Christian A. Garcia /s/Angela D. John Director February 25, 2026 Angela D. John /s/Sharon B. McGee Director February 25, 2026 Sharon B. McGee /s/Julie A. Sloat Director February 25, 2026 Julie A. Sloat /s/Shawn D. Williams Director February 25, 2026 Shawn D. Williams 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders TETRA Technologies, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of TETRA Technologies, Inc. (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. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgements. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2020. Houston, Texas February 25, 2026 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders TETRA Technologies, Inc. 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, 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, 2025, and our report dated February 25, 2026 expressed unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. /s/ GRANT THORNTON LLP Houston, Texas February 25, 2026 F-2 TETRA Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands) December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 72,628 $ 36,987 Restricted cash 52 221 Trade accounts receivable, net of allowance for credit losses of $ 397 and $ 626 , respectively 99,578 104,813 Inventories 115,726 101,697 Prepaid expenses and other current assets 28,694 25,910 Total current assets 316,678 269,628 Property, plant and equipment: Land and building 25,077 24,475 Machinery and equipment 339,414 323,044 Automobiles and vehicles 10,646 10,325 Chemical plants 77,786 69,815 Construction in progress 90,913 34,910 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 Other intangible assets, net 21,463 24,923 Other assets 7,275 12,379 Total other assets 164,886 193,407 Total assets $ 675,761 $ 605,195 See Notes to Consolidated Financial Statements F-3 TETRA Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands, Except Share Amounts) December 31, 2025 December 31, 2024 LIABILITIES AND EQUITY Current liabilities: Trade accounts payable $ 54,517 $ 43,103 Compensation and employee benefits 28,934 23,022 Operating lease liabilities, current portion 11,326 8,861 Accrued taxes 15,001 12,493 Accrued liabilities and other 39,325 30,040 Current liabilities associated with discontinued operations 7,360 5,830 Total current liabilities 156,463 123,349 Long-term debt, net 181,357 179,696 Operating lease liabilities 32,664 25,041 Asset retirement obligations 15,526 14,786 Deferred income taxes 2,498 4,912 Other liabilities 4,766 4,104 Total long-term liabilities 236,811 228,539 Commitments and contingencies (Note 11 - “Commitments and Contingencies”) Equity: TETRA stockholders’ equity: Common stock, par value 0.01 per share; 250,000,000 shares authorized at December 31, 2025 and December 31, 2024; 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 1,373 1,350 Additional paid-in capital 500,436 492,722 Treasury stock, at cost; 3,138,675 shares ( 19,957 ) ( 19,957 ) Accumulated other comprehensive loss ( 32,677 ) ( 51,122 ) Retained deficit ( 165,420 ) ( 168,425 ) Total TETRA stockholders’ equity 283,755 254,568 Noncontrolling interests ( 1,268 ) ( 1,261 ) Total equity 282,487 253,307 Total liabilities and equity $ 675,761 $ 605,195 See Notes to Consolidated Financial Statements F-4 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (In Thousands, Except Per Share Amounts) Year Ended December 31, 2025 2024 2023 Revenues: Product sales $ 351,728 $ 308,410 $ 306,056 Services 279,204 290,701 320,206 Total revenues 630,932 599,111 626,262 Operating costs and expenses: Cost of product sales 209,880 182,986 191,227 Cost of services 223,842 240,442 246,945 Depreciation, amortization and accretion 37,099 35,721 34,329 Impairments and other charges 4,162 109 2,966 Insurance recoveries — — ( 2,850 ) Total operating costs and expenses 474,983 459,258 472,617 Gross profit 155,949 139,853 153,645 Exploration and pre-development costs — — 12,119 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 — 5,535 — Other expense (income), net 11,561 ( 6,858 ) ( 9,112 ) 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 4,207 113,620 25,479 Discontinued operations: (Loss) income from discontinued operations, net of income taxes ( 1,209 ) ( 5,340 ) 278 Net income 2,998 108,280 25,757 Less loss attributable to noncontrolling interest 7 4 27 Net income attributable to TETRA stockholders $ 3,005 $ 108,284 $ 25,784 Basic net income per common share: Income from continuing operations $ 0.03 $ 0.87 $ 0.20 (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 Diluted net income per common share: Income from continuing operations $ 0.03 $ 0.86 $ 0.20 (Loss) income from discontinued operations, net of taxes ( 0.01 ) ( 0.04 ) — Net income attributable to TETRA stockholders $ 0.02 $ 0.82 $ 0.20 Weighted average diluted shares outstanding 135,150 132,231 131,243 See Notes to Consolidated Financial Statements F-5 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (In Thousands) Year Ended December 31, 2025 2024 2023 Net income $ 2,998 $ 108,280 $ 25,757 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 9,516 — — Unrealized gain on investment 338 1,180 727 Comprehensive income 21,443 102,389 29,589 Less comprehensive loss attributable to noncontrolling interest 7 4 27 Comprehensive income attributable to TETRA stockholders $ 21,450 $ 102,393 $ 29,616 See Notes to Consolidated Financial Statements F-6 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Equity (In Thousands) Common Stock Par Value Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-controlling Interest Total Equity Currency Translation Unrealized Gain (Loss) on Investment Balance at December 31, 2022 $ 1,318 $ 477,820 $ ( 19,957 ) $ ( 48,991 ) $ ( 72 ) $ ( 302,493 ) $ ( 1,228 ) $ 106,397 Net income (loss) for 2023 — — — — — 25,784 ( 27 ) 25,757 Translation adjustment, net of taxes of $ 0 — — — 3,105 — — — 3,105 Other comprehensive income — — — — 727 — — 727 Comprehensive income 29,589 Equity compensation expense — 12,881 — — — — — 12,881 Other 14 ( 1,545 ) — — — — ( 2 ) ( 1,533 ) Balance at December 31, 2023 $ 1,332 $ 489,156 $ ( 19,957 ) $ ( 45,886 ) $ 655 $ ( 276,709 ) $ ( 1,257 ) $ 147,334 Net income (loss) for 2024 — — — — — 108,284 ( 4 ) 108,280 Translation adjustment, net of taxes of $ 0 — — — ( 7,071 ) — — — ( 7,071 ) Other comprehensive income — — — — 1,180 — — 1,180 Comprehensive income 102,389 Equity compensation expense — 6,572 — — — — — 6,572 Other 18 ( 3,006 ) — — — — — ( 2,988 ) Balance at December 31, 2024 $ 1,350 $ 492,722 $ ( 19,957 ) $ ( 52,957 ) $ 1,835 $ ( 168,425 ) $ ( 1,261 ) $ 253,307 Net income (loss) for 2025 — — — — — 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, net of taxes of $ 93 — — — — 338 — — 338 Comprehensive income 21,443 Equity compensation expense — 7,094 — — — — — 7,094 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 See Notes to Consolidated Financial Statements F-7 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands) Year Ended December 31, 2025 2024 2023 Operating activities: Net income $ 2,998 $ 108,280 $ 25,757 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and accretion 37,099 35,721 34,329 Impairments and other charges 4,162 109 2,966 Gain on investments ( 2,248 ) ( 8,604 ) ( 539 ) Deferred income tax expense (benefit) 8,427 ( 94,455 ) ( 734 ) Equity-based compensation expense 7,094 6,572 10,622 Provision for credit losses 86 217 285 Loss on debt extinguishment — 5,535 — Amortization and expense of financing costs 2,016 1,389 3,433 Insurance recoveries associated with damaged equipment — — ( 2,850 ) Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary 9,516 — — Gain on sale of assets ( 354 ) ( 338 ) ( 562 ) Other non-cash credits ( 931 ) ( 1,076 ) ( 1,231 ) Changes in operating assets and liabilities, net of assets acquired: Accounts receivable 5,785 5,702 20,165 Inventories ( 9,656 ) ( 8,784 ) ( 23,205 ) Prepaid expenses and other current assets 101 ( 6,574 ) 2,176 Trade accounts payable and accrued expenses 27,426 ( 4,140 ) ( 128 ) Other 8,839 ( 3,034 ) ( 278 ) Net cash provided by operating activities 100,360 36,520 70,206 Investing activities: Purchases of property, plant and equipment, net ( 80,821 ) ( 60,680 ) ( 38,152 ) Purchases of investments — ( 1,021 ) ( 350 ) 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 Other investing activities ( 199 ) ( 275 ) ( 1,936 ) Net cash used in investing activities ( 61,368 ) ( 59,059 ) ( 27,027 ) Financing activities: Proceeds from credit agreements and long-term debt 390 184,820 97,529 Principal payments on credit agreements and long-term debt ( 390 ) ( 163,579 ) ( 100,497 ) Payments on finance lease obligations ( 4,736 ) ( 1,438 ) ( 1,695 ) Debt issuance costs — ( 6,648 ) — Taxes paid upon vesting of equity-based compensation ( 3,221 ) ( 3,006 ) — Proceeds from exercise of stock options 3,864 — — Other financing activities ( 1,280 ) ( 1,280 ) — 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 Increase (decrease) in cash and cash equivalents 35,472 ( 15,277 ) 38,893 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 $ 72,680 $ 37,208 $ 52,485 Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets Cash and cash equivalents at end of period $ 72,628 $ 36,987 $ 52,485 Restricted cash at end of period 52 221 — 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 F-8 TETRA Technologies, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2025 NOTE 1 — ORGANIZATION AND OPERATIONS We are an energy services and solutions company with operations on six continents focused on developing environmentally conscious services and solutions that help make people’s lives better. We were incorporated in Delaware in 1981. 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 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 Principles of Consolidation Our consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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. We corrected this by making an out-of-period adjustment during the three months ended June 30, 2024, which reduced other income, net by $ 1.4 million and reduced net income per share attributable to TETRA stockholders by $ 0.01 in the consolidated statement of operations for the year ended December 31, 2024. The Company assessed the impact of this out-of-period adjustment and concluded that it was not material to the financial statements previously issued for any interim or annual period, and the cumulative adjustment during the quarter ended June 30, 2024 is not material to the annual financial statements for 2024. The out-of-period adjustment is included in the Water & Flowback Services Segment results. F-9 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. Restricted cash as of December 31, 2025 consists of $ 0.1 million held in escrow in connection with our Arkansas development. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could be material. Discontinued Operations In early 2018, we closed a series of related transactions that resulted in the disposition of our former Offshore segment. We may be required to satisfy certain decommissioning liabilities under third-party indemnity agreements and corporate guarantees for which costs may be significant. See Note 9 - “Discontinued Operations” and Note 11 - “Commitments and Contingencies” for additional discussion. Cash Equivalents We consider all highly liquid cash investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include deposits in excess of federally insured amounts. Financial Instruments Financial instruments that subject us to concentrations of credit risk consist principally of trade receivables. Our policy is to evaluate, prior to providing goods or services, each customer’s financial condition and to determine the amount of open credit to be extended. We generally require appropriate, additional collateral as security for credit amounts in excess of approved limits. Our customers consist primarily of major, well-established oil and gas producers and independent oil and gas companies, as well as industrial, agricultural, road, and food and beverage purchasers for the chemicals we manufacture. Payment terms are on a short-term basis. We have currency exchange rate risk exposure related to transactions denominated in a foreign currency as well as to investments in certain of our international operations. Our risk management activities include the use of foreign currency forward purchase and sale derivative contracts as part of a program designed to mitigate the currency exchange rate risk exposure on selected international operations. We have no outstanding balance under our variable rate revolving credit facilities as of December 31, 2025. Outstanding balances on variable-rate bank credit facilities create market risk exposure related to changes in applicable interest rates. F-10 Allowance for Credit Losses The allowance for credit losses is determined on a specific identification basis when we believe that the collection of specific amounts owed to us is not probable, as well as a percentage of aged receivables based on historic losses. Changes in the allowance are as follows: Year Ended December 31, 2025 2024 2023 (In Thousands) At beginning of period $ 626 $ 614 $ 538 Activity in the period: Provision for credit losses 86 217 285 Account charge offs, net of recoveries ( 315 ) ( 205 ) ( 209 ) At end of period $ 397 $ 626 $ 614 Inventories Inventories are stated at the lower of cost or net realizable value. Except for work in progress inventory, cost is determined using the weighted average method. The cost of work in progress is determined using the specific identification method. Property, Plant, and Equipment Property, plant, and equipment are stated at cost. Expenditures that increase the useful lives of assets are capitalized. The cost of repairs and maintenance is charged to operations as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are generally as follows: Buildings 25 years Machinery and equipment 3 – 10 years Automobiles and vehicles 4 years Chemical plants 15 years Leasehold improvements are depreciated over the shorter of the remaining term of the associated lease or its useful life. 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, 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 $ 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 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. In such an event, we will determine the fair value of the asset using an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, we will recognize a loss for the difference between the carrying value and the estimated fair value of the intangible asset. F-11 Leases As a lessee, unless the lease meets the criteria of short-term and is excluded per our policy election described below, we initially recognize a lease liability and related right-of-use asset on the commencement date. The right-of-use asset represents our right to use an underlying asset and the lease liability represents our obligation to make lease payments to the lessor over the lease term. Long-term operating leases are included in operating lease right-of-use assets, operating lease liabilities - current portion, and operating lease liabilities in our consolidated balance sheets. Long-term finance leases are included in machinery and equipment, accrued liabilities and other and other liabilities in our consolidated balance sheets. We determine whether a contract is or contains a lease at inception of the contract. Where we are a lessee in a contract that includes an option to extend or terminate the lease, we include the extension period or exclude the period covered by the termination option in our lease term in determining the right-of-use asset and lease liability, if it is reasonably certain that we would exercise the option. As an accounting policy election, we do not include short-term leases on our balance sheets. Short-term leases include leases with a term of 12 months or less, inclusive of renewal options we are reasonably certain to exercise. The lease payments for short-term leases are included as operating lease costs on a straight-line basis over the lease term in cost of revenues or general and administrative expense based on the use of the underlying asset. We recognize lease costs for variable lease payments not included in the determination of a lease liability in the period in which an obligation is incurred. Our operating and finance leases are recognized at the present value of lease payments over the lease term. When the implicit discount rate is not readily determinable, we use our incremental borrowing rate to calculate the discount rate used to determine the present value of lease payments. Consistent with other long-lived assets or asset groups that are held and used, we test for impairment of our right-of-use assets when impairment indicators are present. Impairments of Inventory and Long-Lived Assets Impairments of inventory and long-lived assets, including identified intangible assets, are determined periodically when indicators of impairment are present. If such indicators are present, the determination of the amount of impairment is based on our judgments as to the future undiscounted operating cash flows to be generated from these assets throughout their remaining estimated useful lives. If these undiscounted cash flows are less than the carrying amount of the related asset, an impairment is recognized for the excess of the carrying value over its fair value. Assets held for disposal are recorded at the lower of carrying value or estimated fair value less estimated selling costs. See Note 5 - “Impairments and Other Charges” for additional discussion of recorded impairments. Revenue Recognition Performance Obligations. Revenue is generally recognized when we transfer control of our products or services to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or providing services to our customers. We receive cash equal to the invoice price for most sales of product and services and payment terms typically range from 30 to 60 days from the date we invoice our customer. Since the period between when we deliver products or services and when the customer pays for such products or services is not expected to exceed one year, we have elected not to calculate or disclose a financing component for our customer contracts. Depending on the terms of the arrangement, we may also defer the recognition of revenue for a portion of the consideration received because we have to satisfy a future performance obligation. For any arrangements with multiple performance obligations, we use management’s estimated selling price to determine the stand-alone selling price for separate performance obligations. For revenue associated with mobilization of service equipment as part of a service contract arrangement, such revenue, if significant, is deferred and amortized over the estimated service period. F-12 Product Sales. 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 Segment consist primarily of CBFs, additives, and associated manufactured products. Certain customers have bill-and-hold arrangements. Revenue for bill-and-hold arrangements is recognized when control transfers to the customer, even though the customer may not have physical possession of the product. 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 Segment are typically attributed to specific performance obligations within certain production testing service arrangements. Services . 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 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 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. We have elected to recognize the cost for freight and shipping costs as part of cost of product sales when control over our products (i.e., delivery) has transferred to the customer. Use of Estimates. In recognizing revenue for variable consideration arrangements, the amount of variable consideration recognized is limited so that it is probable that significant amounts of revenues will not be reversed in future periods when the uncertainty is resolved. For products returned by the customer, we estimate the expected returns based on an analysis of historical experience. For volume discounts earned by the customer, we estimate the discount (if any) based on our estimate of the total expected volume of products sold or services to be provided to the customer during the discount period. In certain contracts for the sale of CBFs, we may agree to issue credits for the repurchase of reclaimable used fluids from certain customers at an agreed price that is based on the condition of the fluids and, in some cases, the volume of fluids sold. Contract Assets and Liabilities. We consider contract assets to be trade accounts receivable when we have an unconditional right to consideration and only the passage of time is required before payment is due. In certain instances, particularly those requiring customer specific documentation prior to invoicing, our invoicing of the customer is delayed until certain documentation requirements are met. In those cases, we recognize a contract asset rather than a billed trade accounts receivable until we are able to invoice the customer. Contract assets, along with billed trade accounts receivable, are included in trade accounts receivable in our consolidated balance sheets. We classify contract liabilities as unearned income in our consolidated balance sheets. Unearned income includes amounts in which the Company was contractually allowed to invoice prior to satisfying the associated performance obligations. Operating Costs Cost of product sales includes direct and indirect costs of manufacturing and producing our products, including raw materials, fuel, utilities, labor, overhead, repairs and maintenance, materials, services, transportation, warehousing, equipment rentals, insurance, and certain taxes. Cost of services includes operating expenses we incur in delivering our services, including labor, equipment rental, fuel, repair and maintenance, transportation, overhead, insurance, and certain taxes. We include in product sales revenues the reimbursements we receive from customers for shipping and handling costs. Shipping and handling costs are included in cost of product sales. Amounts we incur for “out-of-pocket” expenses in the delivery of our services are recorded as cost of services. Reimbursements for “out-of-pocket” expenses we incur in the delivery of our services are recorded as service revenues. 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 segment and general corporate overhead, professional services, corporate office costs, sales and marketing expenses, insurance, and certain taxes. F-13 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. 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. For further discussion of equity-based compensation, see Note 13 – “Equity-Based Compensation and Other” . Mineral Resources Arrangements We are party to agreements in which Standard Lithium Ltd. (“Standard Lithium”) has the right to explore, produce and extract lithium in our Arkansas leases as well as additional potential resources in the Mojave region of California. The Company received cash and stock of Standard Lithium (NYSE:SLI) under the terms of the arrangements. The cash and stock component of consideration received is initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term. Deferred income balances were $ 1.0 million and $ 1.0 million as of December 31, 2025 and 2024, respectively, associated with the consideration received from Standard Lithium and are included in accrued liabilities and other in our consolidated balance sheets. During the years ended December 31, 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. See Note 14 - “Fair Value Measurements” for further discussion. F-14 Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis amounts. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized as income or expense in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. A portion of the carrying value of certain deferred tax assets are subject to a valuation allowance. See Note 15 – “Income Taxes” for further discussion. The global intangible low-taxed income (“GILTI’) provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. We elected to account for GILTI as a period cost in the year the tax is incurred. We record uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than fifty percent likely to be realized upon ultimate settlement with the related tax authority. 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 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. Initially, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $ 0.01 per share, of the Company (the “Preferred Stock”) at a price of $ 20.00 per one one-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The Rights will cause substantial dilution to a person or group that acquires 4.99 % or more of the Common Stock (or to a person or group that already owns 4.99 % or more of the Company’s Common Stock if such person or group acquires additional shares representing 2 % of the Company’s then outstanding shares of Common Stock) without prior approval from the Board of Directors. The Rights will expire at the earliest of: (i) the close of business on February 28, 2029 (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to the Tax Plan, (iii) the time at which the Rights are exchanged pursuant to the Tax Plan; (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 F-15 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 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 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. 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. Noncontrolling Interests Noncontrolling interests represent third-party ownership in the net assets of the Company’s consolidated subsidiaries and are presented as a component of equity. The Company’s noncontrolling interests as of December 31, 2025 and 2024 consists primarily of the outside ownership of subsidiaries in Africa. Accumulated Other Comprehensive Income (Loss) Certain of our international operations maintain their accounting records in the local currencies that are their functional currencies. For these operations, the functional currency financial statements are converted to United States dollar equivalents, with the effect of the foreign currency translation adjustment reflected as a component of accumulated other comprehensive income (loss). Accumulated other comprehensive income (loss) is included in equity in the accompanying consolidated balance sheets and consists of the cumulative currency translation adjustments associated with such international operations. In addition, the change in the fair value of the convertible note, excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income. The portion of our accumulated other comprehensive income (loss) attributable to the convertible note is subject to reclassifications to net income if or when we settle the convertible note. See Note 8 – “Investments” for further discussion of the convertible note. Income (Loss) per Common Share The calculation of basic and diluted earnings per share excludes losses attributable to noncontrolling interests. The calculation of basic earnings per share excludes any dilutive effects of equity awards. The calculation of diluted earnings per share includes the effect of equity awards, if dilutive, which is computed using the treasury stock method during the periods such equity awards were outstanding. See Note 16 – “Net Income Per Share” for further discussion of shares outstanding. Foreign Currency Translation We have designated the Euro, the British pound, the Canadian dollar, and the Brazilian real as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Canada, and Brazil, respectively. The United States dollar is the designated functional currency for all of our other significant non-U.S. operations. The cumulative translation effects of translating the applicable accounts from the functional currencies into the U.S. dollar at current exchange rates are included as a separate component of equity. 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 F-16 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 We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements are utilized on a recurring basis in the determination of the carrying values of certain investments. See Note 8 – “Investments” and Note 14 - “Fair Value Measurements” for further discussion. Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, such as in the allocation of purchase consideration for acquisition transactions to the assets and liabilities acquired, including intangible assets and goodwill (a Level 3 fair value measurement), the initial recording of our asset retirement obligations, and for the impairment of long-lived assets, including goodwill (a Level 3 fair value measurement). Supplemental Cash Flow Information Supplemental cash flow information from continuing and discontinued operations is as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Supplemental cash flow information: Interest paid (1) $ 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 December 31, 2025 2024 2023 (in thousands) Accrued capital expenditures $ 7,849 $ 7,131 $ 5,171 New Accounting Pronouncements Recently Adopted Accounting Pronouncement 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 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. GAAP. 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 F-17 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 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. Contract assets, along with billed trade accounts receivable, are included in trade accounts receivable in our consolidated balance sheets. Unearned income includes amounts in which the Company was contractually allowed to invoice prior to satisfying the associated performance obligations. Unearned income balances were $ 5.9 million, $ 0.4 million, and $ 3.1 million as of December 31, 2025, 2024, and 2023, respectively, and vary based on the timing of invoicing and performance obligations being met. Unearned income is included in accrued liabilities and other in our consolidated balance sheets. 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. During the years ended December 31, 2025 , 2024, and 2023 , contract costs were not significant. We disaggregate revenue from contracts with customers into Product Sales and Services within each segment, as noted in our two reportable segments in Note 17 - “Industry Segments and Geographic Information” . In addition, we disaggregate revenue from contracts with customers by geography based on the following table below: Year Ended December 31, 2025 2024 2023 (In Thousands) Completion Fluids & Products United States $ 217,948 $ 156,825 $ 147,843 International 158,505 154,476 165,187 $ 376,453 $ 311,301 $ 313,030 Water & Flowback Services United States $ 215,756 $ 242,316 $ 269,819 International 38,723 45,494 43,413 $ 254,479 $ 287,810 $ 313,232 Total Revenue United States $ 433,704 $ 399,141 $ 417,662 International 197,228 199,970 208,600 $ 630,932 $ 599,111 $ 626,262 F-18 NOTE 4 — INTANGIBLES The components of intangible assets and their related accumulated amortization are as follows: December 31, 2025 Gross Intangibles Accumulated Amortization Net Intangibles (In Thousands) Customer relationships $ 48,067 $ ( 27,857 ) $ 20,210 Trademarks and tradenames 4,652 ( 3,665 ) 987 Marketing rights 14,792 ( 14,711 ) 81 Other intangibles 2,707 ( 2,522 ) 185 Total intangibles $ 70,218 $ ( 48,755 ) $ 21,463 December 31, 2024 Gross Intangibles Accumulated Amortization Net Intangibles (In Thousands) Customer relationships $ 56,122 $ ( 33,052 ) $ 23,070 Trademarks and tradenames 4,561 ( 3,202 ) 1,359 Marketing rights 14,122 ( 14,010 ) 112 Other intangibles 5,539 ( 5,157 ) 382 Total intangibles $ 80,344 $ ( 55,421 ) $ 24,923 NOTE 5 — IMPAIRMENTS AND OTHER CHARGES 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 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. F-19 NOTE 6 – INVENTORIES Components of inventories are as follows: December 31, 2025 2024 (In Thousands) Finished goods $ 96,125 $ 90,919 Raw materials 5,764 1,599 Parts and supplies 11,949 7,297 Work in progress 1,888 1,882 Total inventories $ 115,726 $ 101,697 Finished goods inventories include newly manufactured CBFs as well as used brines that are repurchased from certain customers for recycling. NOTE 7 — LEASES Operating and Finance Leases We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations, and machinery and equipment. We have finance leases for certain facility storage tanks and equipment rentals. Our leases have remaining lease terms ranging from 1 to 13 years. Some of our leases have options to extend for various periods, while some have termination options with prior notice of generally 30 days or six months . The office space, warehouse space, operating location leases, and machinery and equipment leases generally require us to pay all maintenance and insurance costs. 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): Year Ended December 31, 2025 2024 2023 (In Thousands) Operating lease expense $ 14,275 $ 13,030 $ 13,053 Short-term lease expense 40,988 50,521 46,566 Finance lease cost: Amortization of right-of-use assets 4,024 2,062 232 Interest on finance leases 439 385 112 Total lease expense $ 59,726 $ 65,998 $ 59,963 F-20 Supplemental cash flow information: Year Ended December 31, 2025 2024 2023 (In Thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 14,950 $ 13,292 $ 13,293 Operating cash flows - finance leases $ 477 $ 373 $ 112 Financing cash flows - finance leases $ 4,736 $ 1,438 $ 1,695 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 18,815 $ 7,422 $ 10,058 Finance leases $ 1,989 $ 6,575 $ 2,555 Supplemental balance sheet information: December 31, 2025 December 31, 2024 (In Thousands) Operating leases: Operating lease right-of-use assets $ 36,999 $ 29,797 Operating lease liabilities, current portion 11,326 8,861 Operating lease liabilities 32,664 25,041 Total operating lease liabilities $ 43,990 $ 33,902 Finance leases: Finance lease right-of-use assets $ 4,421 $ 6,495 Finance lease liabilities, current portion 4,306 4,582 Finance lease liabilities 806 3,211 Total finance lease liabilities $ 5,112 $ 7,793 Additional operating lease information: December 31, 2025 December 31, 2024 Weighted average remaining lease term: Operating leases 6.1 years 4.6 years Finance leases 1.2 years 1.9 years Weighted average discount rate: Operating leases 9.8 % 9.8 % Finance leases 7.0 % 6.4 % F-21 Future minimum lease payments by year and in the aggregate, under non-cancelable operating and finance leases with terms in excess of one year consist of the following at December 31, 2025: Operating Leases Finance Leases (In Thousands) 2026 $ 15,081 $ 4,508 2027 10,505 719 2028 6,689 105 2029 5,003 15 2030 3,835 — Thereafter 21,292 — Total lease payments 62,405 5,347 Less imputed interest ( 18,415 ) ( 235 ) Total lease liabilities $ 43,990 $ 5,112 Sales Lease and Sublease Agreements 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. For the years ended December 31, 2025, 2024, and 2023, we recognized sublease income of $ 1.4 million, $ 1.2 million, and $ 1.2 million, respectively. Future minimum payments under the embedded sales lease and non-cancelable facility subleases were as follows at December 31, 2025: Sales Lease Sublease Payments (In Thousands) 2026 $ 2,187 $ 1,519 2027 — 1,476 2028 — 976 2029 — 976 2030 — 976 Thereafter — 2,443 Total payments $ 2,187 $ 8,366 F-22 NOTE 8 — INVESTMENTS Our investments as of December 31, 2025 and 2024, consist of the following: December 31, 2025 2024 (In Thousands) Investment in Kodiak (1) $ — $ 18,393 Investment in Standard Lithium 3,576 1,168 Other investments 8,251 8,598 Total investments $ 11,827 $ 28,159 (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 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. These convertible notes, common units and preferred units are not publicly traded and may not be offered, sold, transferred or pledged until such common units are registered pursuant to an effective registration statement or pursuant to an exemption from registration. Our exposure to potential losses is limited to our investments, including capitalized and accrued interest associated with the convertible notes. See Note 14 - “Fair Value Measurements” for further information. NOTE 9 – 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 F-23 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 $ 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 ( 321 ) — — (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) December 31, 2025 2024 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. F-24 NOTE 10 — LONG-TERM DEBT AND OTHER BORROWINGS Consolidated long-term debt consists of the following: December 31, Scheduled Maturity 2025 2024 (In Thousands) Term credit agreement (1) January 1, 2030 $ 181,357 $ 179,696 Total long-term debt $ 181,357 $ 179,696 (1) Net of unamortized discount of $ 4.2 million and $ 5.0 million as of December 31, 2025 and 2024, respectively, and net of unamortized deferred financing costs of $ 4.5 million and $ 5.3 million as of December 31, 2025 and 2024, respectively. Scheduled maturities for the next five years and thereafter are as follows, not considering annual prepayment offers required by our Term Credit Agreement described below: December 31, 2025 (In Thousands) 2026 $ — 2027 — 2028 — 2029 — 2030 190,000 Thereafter — 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 Arkansas 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 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. The Company used the net proceeds to repay in full the balance of its prior credit facility, with approximately $ 15.2 million of additional cash, net of discounts and transaction expenses. In connection with the Term Credit Agreement, we incurred approximately $ 5.7 million of fees which were deferred and will be amortized over the term of the Term Credit Agreement. As a result of termination of the prior credit facility, a loss of $ 5.5 million was recognized during the three-month period ended March 31, 2024 primarily for unamortized deferred financing costs. The Term Credit Agreement contains certain affirmative and negative covenants, including covenants that restrict the ability of the Company and certain of its subsidiaries to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, engaging in mergers and other fundamental changes, the making of investments, entering into transactions with affiliates, the payment of dividends and other restricted payments, the prepayment of other indebtedness and the sale of assets. The Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the new term loan credit agreement) of not more than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the Term Credit Agreement) of not less than $ 50.0 million at all times. All obligations under the Term Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest on substantially all of the property of the Company and its domestic subsidiaries, subject to the lien priorities set forth in the intercreditor agreement with the agent under our ABL Credit Agreement. F-25 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. ABL Credit Agreement On May 13, 2024, we entered into an amendment (the “ABL Amendment”) to the Asset-Based Lending agreement dated as of September 10, 2018 (as amended, the “ABL Credit Agreement”). In connection with the ABL Amendment, Bank of America, N.A. became successor administrative agent to JPMorgan Chase Bank, N.A. Furthermore, approximately $ 0.9 million of fees were incurred in connection with the ABL Amendment, which were deferred and will be amortized over the term of the ABL Credit Agreement. As of December 31, 2025, our ABL Credit Agreement provides, with certain restrictions, for a senior secured revolving credit facility of up to $ 100.0 million with a $ 25.0 million accordion. The credit facility is subject to a borrowing base determined monthly by reference to the value of inventory and accounts receivable, and includes a sublimit of $ 20.0 million for letters of credit, and a swingline loan sublimit of $ 11.5 million. The ABL Credit Agreement matures on May 13, 2029. As of December 31, 2025, we had no borrowings outstanding and $ 0.2 million letters of credit or guarantees under our ABL Credit Agreement. Deferred financing costs of $ 0.9 million and $ 1.0 million as of December 31, 2025 and 2024, respectively, were classified as other long-term assets on the accompanying consolidated balance sheet as there was no outstanding balance on our ABL Credit Agreement. Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $ 67.7 million under this agreement. Borrowings under the ABL Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) the standard overnight financing rate plus 0.10 %, (ii) a base rate plus a margin based on a fixed charge coverage ratio, or (iii) the Daily Simple Risk Free Rate plus 0.10 %. The base rate is determined by reference to the highest of (a) the prime rate of interest as announced from time to time by Bank of America, N.A. (b) the Federal Funds Effective Rate (as defined in the ABL Credit Agreement) plus 0.5 % per annum and (c) the standard overnight financing rate (adjusted to reflect any required bank reserves) for a one-month period on such day plus 1.0 % per annum, provided that the base rate shall not be less than 1.0 %. Borrowings outstanding have an applicable margin ranging from 2.00 % to 2.50 % per annum for SOFR-based loans and 1.00 % to 1.50 % per annum for base-rate loans, based upon the applicable fixed charge coverage ratio. In addition to paying interest on the outstanding principal under the ABL Credit Agreement, TETRA is required to pay a commitment fee in respect of the unutilized commitments at an applicable rate of 0.375 % per annum. TETRA is also required to pay a customary letter of credit fee equal to the applicable margin on loans and fronting fees. All obligations under the ABL Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest for the benefit of the ABL Lenders on substantially all of the personal property of TETRA and certain subsidiaries of TETRA, the equity interests in certain domestic subsidiaries, and a maximum of 65 % of the equity interests in certain foreign subsidiaries. Swedish Credit Facility The Company has a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden 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. During each year, all outstanding loans under the Swedish Credit Facility must be repaid for at least 30 consecutive days. Borrowings bear interest at a rate of 2.95 % per annum. The Swedish Credit Facility expired on December 31, 2025 and has been renewed by the Company through December 31, 2026. Any balance outstanding under the Swedish Credit Facility is included in accrued liabilities and other in our consolidated balance sheet. F-26 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. The Finland Credit Agreement has been renewed by the Company through December 31, 2026. Covenants Our credit agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. As of December 31, 2025, we were in compliance with all covenants under the credit agreements. NOTE 11 — COMMITMENTS AND CONTINGENCIES Litigation We are named defendants in several lawsuits and respondents in certain governmental proceedings arising in the ordinary course of business. While the outcome of lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or other proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse impact on our financial condition, results of operations, or liquidity. We have a Bromine Requirements Sales Agreement (“Sales Agreement”) to purchase a certain volume of elemental bromine from LANXESS Corporation (formerly Chemtura Corporation) (“LANXESS”), included in Product Purchase Obligations below. LANXESS notified us of a proposed non-ordinary course increase to the price of bromine. After lengthy discussions, we and LANXESS were unable to reach an agreement regarding the validity of the proposed price increase; therefore, we filed for arbitration in May 2022 seeking declaratory relief, among other relief, declaring that the proposed price increase is invalid. In September 2022, LANXESS filed a counterclaim with the American Arbitration Association seeking declaratory relief, among other relief. On May 25, 2023, TETRA entered into the Third Amendment to Bromine Requirements Sales Agreement (the “Amendment”) with LANXESS. The Amendment has an effective date of April 1, 2023 and was entered into in connection with the entry into a settlement agreement in the Company’s arbitration with LANXESS. The Amendment provides for, among other things, revised volume requirements, pricing and related terms. On June 14, 2023, in light of the settlement agreement, and in response to the parties’ stipulated motion to dismiss, the arbitration panel issued an Order of Dismissal, which dismissed all claims in the arbitration with prejudice. Product Purchase Obligations 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. Other agreements require us to purchase the entire output of the raw material or finished product produced by the manufacturer. Our purchase obligations under these agreements apply only with regard to raw materials and finished products that meet specifications set forth in the agreements. We recognize a liability for the purchase of such products at the time we receive them. As of 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, 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. F-27 Contingencies of Discontinued Operations In early 2018, we closed the Maritech Asset Purchase and Sale Agreement (“Maritech APA") and Maritech Membership Interest Purchase Agreement (“Maritech MIPA”) with Orinoco Natural Resources, LLC (“Orinoco”) that together provided for the purchase by Orinoco of all of Maritech’s remaining oil and gas properties and related assets and all outstanding membership interests of Maritech. Under the Maritech APA, Orinoco assumed responsibility for all of Maritech’s decommissioning liabilities related to the leases sold to Orinoco (the “Orinoco Lease Liabilities”) and, under the Maritech MIPA, Orinoco assumed all other liabilities of Maritech, including the decommissioning liabilities associated with Maritech’s interests in oil and gas properties previously sold by Maritech and select infrastructure still operated by Maritech (the “Legacy Liabilities”), subject to certain limited exceptions unrelated to the decommissioning liabilities. To the extent that Maritech or Orinoco fails to satisfy decommissioning liabilities associated with any of the Orinoco Lease Liabilities or the Legacy Liabilities, we may be required to satisfy such liabilities under third party indemnity agreements and corporate guarantees that we previously provided to the U.S. Department of the Interior (“BSEE”) and other parties, respectively, for which costs may be significant. Pursuant to a Bonding Agreement entered into as part of these Orinoco transactions (the “Bonding Agreement”), Orinoco provided non-revocable performance bonds from a surety company in an aggregate amount of $ 46.8 million to cover the performance by Orinoco and Maritech of certain specific asset retirement obligations of Maritech (the “Initial Bonds”) and agreed to replace the Initial Bonds with other non-revocable performance bonds in the aggregate sum of $ 47.0 million (collectively, the “Replacement Bonds”). In the event Orinoco does not provide the Replacement Bonds, Orinoco is required to make certain cash escrow payments to us. To date, no cash escrow payments have been made. On August 16, 2024, we issued a letter to Orinoco and the bond company demanding realignment of the existing bonds and/or issuance of Replacement Bonds pursuant to the terms of the Bonding Agreement to better align bond coverage with the more likely liability risks. To date, no written response has been received. The payment obligations of Orinoco under the Bonding Agreement were guaranteed by Thomas M. Clarke and Ana M. Clarke pursuant to a separate guaranty agreement (the “Clarke Bonding Guaranty Agreement”). Orinoco has not delivered the Replacement Bonds and neither it nor the Clarkes has made any of the agreed upon cash escrow payments. We filed a lawsuit against Orinoco and the Clarkes to enforce the terms of the Bonding Agreement and the Clarke Bonding Guaranty Agreement. The trial court initially granted summary judgment in favor of Orinoco and the Clarkes, dismissing our claims against Orinoco under the Bonding Agreement and against the Clarkes under the Clarke Bonding Guaranty Agreement. We filed an appeal with the trial court requesting a new trial on the summary judgment or modification of the judgment. On November 5, 2019, the trial court signed an order granting our motion for a new trial and vacating the prior summary judgment order. The parties are awaiting direction from the court on a new scheduling order and/or trial setting. The Initial Bonds, which are non-revocable, remain in effect. In addition, Maritech and certain other interest owners have received decommissioning orders from BSEE and could receive additional decommissioning orders in the future. Such decommissioning orders received by Maritech and other interest owners relate to asset retirement obligations for certain properties in the Gulf of America. From time to time, we also receive demand notices from third parties related to certain corporate guarantees or other arrangements covering such decommissioning liabilities and other potential claims related to onshore decommissioning activities. While the ultimate outcome of such matters cannot be predicted at this time, if Maritech or other interest owners default, BSEE or third parties may seek to enforce certain corporate guarantees or third-party indemnity agreements against us for a portion of such decommissioning obligations, which may be significant. On February 13, 2025, Arena Energy, LLC (“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. F-28 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, 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. 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. 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”). At the end of August 2019, Epic Companies filed for bankruptcy and we recorded a reserve of $ 7.5 million for the full amount of the promissory note, including accrued interest, and certain other receivables in the amount of $ 1.5 million during the quarter ended September 30, 2019. The Epic Promissory Note became due on December 31, 2019 and neither Epic nor the Clarkes made payment. TETRA filed a lawsuit against the Clarkes on January 15, 2020 for breach of the promissory note guaranty agreement. In September 2020, the court granted TETRA’s Motion for Summary Judgment and entered Final Judgment in our favor, dismissing counterclaims by the Clarkes and awarding TETRA $ 7.9 million in damages. The Clarkes appealed the Final Judgment, and the court of appeals affirmed. Since obtaining the Final Judgment, TETRA has undertaken efforts to collect the judgment in Texas, Utah, Nevada, Massachusetts, and Georgia. TETRA continues to work on identifying potential Orinoco assets and/or engage with the Clarkes to resolve this dispute. During the year ended December 31, 2024, we received a $ 0.5 million settlement, which is included in other (income), net in our consolidated statement of operations. We cannot provide any assurance the Clarkes will pay the judgment or that they will not file for bankruptcy protection. If the Clarkes do file for bankruptcy protection, we likely would be unable to collect all, or even a significant portion of, the judgment owed to us. NOTE 12 — CAPITAL STOCK Our Restated Certificate of Incorporation, as amended during 2017, authorizes us to issue 250,000,000 shares of common stock, par value $ .01 per share, and 5,000,000 shares of preferred stock, par value $ .01 per share. As of December 31, 2025, we had 134,113,790 shares of common stock outstanding and no shares of preferred stock outstanding. We had 3,138,675 shares held in treasury as of December 31, 2025, 2024, and 2023. The voting, dividend, and liquidation rights of the holders of common stock are subject to the rights of the holders of preferred stock. The holders of common stock are entitled to one vote for each share held. There is no cumulative voting. Dividends may be declared and paid on common stock as determined by our Board of Directors, subject to any preferential dividend rights of any then outstanding preferred stock. F-29 A summary of the activity of our common shares outstanding and treasury shares held for the three-year period ending December 31, 2025, is as follows: Common Shares Outstanding Year Ended December 31, 2025 2024 2023 At beginning of period 131,812,406 130,079,173 128,662,300 Vest of restricted stock, net 1,608,255 1,732,233 1,210,996 Exercise of common stock options, net 693,129 1,000 205,877 At end of period 134,113,790 131,812,406 130,079,173 Our Board of Directors is empowered, without approval of the stockholders, to cause shares of preferred stock to be issued in one or more series and to establish the number of shares to be included in each such series and the rights, powers, preferences, and limitations of each series. Because the Board of Directors has the power to establish the preferences and rights of each series, it may afford the holders of any series of preferred stock preferences, powers and rights, voting or otherwise, senior to the rights of holders of common stock. The issuance of the preferred stock could have the effect of delaying or preventing a change in control of the Company. Upon our dissolution or liquidation, whether voluntary or involuntary, holders of our common stock will be entitled to receive all of our assets available for distribution to our stockholders, subject to any preferential rights of any then outstanding preferred stock . NOTE 13 — EQUITY-BASED COMPENSATION AND OTHER Equity-Based Compensation We have various equity incentive compensation plans that 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. Stock options are exercisable for periods of up to ten years . Compensation cost for all share-based payments is based on the grant date fair value and is recognized in earnings over the requisite service period. Total equity-based compensation expense before tax attributed to equity incentive compensation plans for the three years ended December 31, 2025, 2024, and 2023, was $ 7.1 million, $ 6.6 million, and $ 10.6 million, respectively, and is included in general and administrative expense. Stock Incentive Plans In May 2007, our stockholders approved the adoption of the TETRA Technologies, Inc. 2007 Equity Incentive Compensation Plan. In May 2008, our stockholders approved the adoption of the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan, which among other changes, resulted in an increase in the maximum number of shares authorized for issuance. In May 2010, our stockholders approved further amendments to the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan (renamed as the 2007 Long Term Incentive Compensation Plan) which, among other changes, resulted in an additional increase in the maximum number of shares authorized for issuance. Pursuant to the 2007 Long Term Incentive Compensation Plan, we were authorized to grant up to 5,590,000 shares in the form of stock options (including incentive stock options and nonqualified stock options); restricted stock; bonus stock; stock appreciation rights; and performance awards to employees, and non-employee directors. As of February 2017, no further awards may be granted under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan. In May 2011, our stockholders approved the adoption of the TETRA Technologies, Inc. 2011 Long Term Incentive Compensation Plan. Pursuant to this plan, we were authorized to grant up to 2,200,000 shares in the form of stock options, restricted stock, bonus stock, stock appreciation rights, and performance awards to employees, and non-employee directors. On May 3, 2013, shareholders approved the TETRA Technologies, Inc. 2011 Long Term Incentive Compensation Plan that, among other things, increased the number of authorized shares to 5,600,000 . On May 3, 2016, shareholders approved the TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan which, among other things, increased the number of authorized shares to 11,000,000 . As of May 2018, no further awards may be granted under the TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan. F-30 In February 2018, the board of directors adopted the 2018 Inducement Restricted Stock Plan (“2018 Inducement Plan”). The 2018 Inducement Plan provides for grants of restricted stock up to a plan maximum of 1,000,000 shares. In May 2018, our stockholders approved the adoption of the TETRA Technologies, Inc. 2018 Equity Incentive Plan (“2018 Equity Plan”) and the TETRA Technologies, Inc. 2018 Non-Employee Director Equity Incentive Plan (“2018 Director Plan”). 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 We did not grant any stock options during the years ended December 31, 2025, 2024, and 2023. We have stock options outstanding for awards granted prior to 2023. The following is a summary of stock option activity for the year ended December 31, 2025: Shares Under Option Weighted Average Option Price Per Share Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (In Thousands) (In Thousands) Outstanding at January 1, 2025 1,829 $ 5.61 Options canceled ( 28 ) $ 4.89 Options exercised ( 693 ) $ 5.57 Options expired ( 397 ) $ 7.15 Outstanding at December 31, 2025 711 $ 4.81 1.4 years $ 3,241 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. 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, 2025, there is no unrecognized compensation cost for stock options as all stock options have vested. F-31 Restricted Stock Restricted stock awards and restricted stock units are periodically granted to key employees, including grants for employment inducements, as well as to members of our Board of Directors. These awards historically have provided for vesting periods of up to three years . Non-employee director grants vest in full before the first anniversary of the grant. Upon vesting of restricted stock awards, shares are issued to award recipients. Restricted stock units may be settled in cash or shares at vest, as determined by the Compensation Committee or the Non-Executive Award Committee, as applicable. The following is a summary of activity for our outstanding restricted stock for the year ended December 31, 2025: Shares Weighted Average Grant Date Fair Value Per Share (In Thousands) Non-vested restricted stock outstanding at December 31, 2024 3,599 $ 3.88 Granted 2,750 $ 3.67 Vested ( 2,394 ) $ 3.89 Canceled/Forfeited ( 200 ) $ 3.76 Non-vested restricted stock outstanding at December 31, 2025 3,755 $ 3.74 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 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. During the years ended December 31, 2025, 2024, and 2023, the total fair value of shares vested was $ 9.4 million, $ 8.4 million, and $ 4.7 million, respectively. At December 31, 2025, net of options previously exercised pursuant to our various equity compensation plans, we have a maximum of 5,185,693 shares of common stock issuable pursuant to awards previously granted and outstanding and awards authorized to be granted in the future. 401(k) Plan We have a 401(k) retirement plan (the “Plan”) that covers substantially all employees and entitles them to contribute up to 70 % of their annual compensation, subject to maximum limitations imposed by the Internal Revenue Code. We match 50 % of each employee’s contribution up to 8 %. Participants will be 100 % vested in employer match contributions after 3 years of service. In addition, we can make discretionary contributions which are allocable to participants in accordance with the Plan. Total expense related to our 401(k) plan was $ 2.6 million, $ 2.8 million, and $ 2.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. Deferred Compensation Plan We provide our officers, directors, and certain key employees with the opportunity to participate in an unfunded, deferred compensation program. There were 4 participants in the program at December 31, 2025. Under the program, participants may defer up to 100 % of their yearly total cash compensation. The amounts deferred remain our sole property, and we use a portion of the proceeds to purchase life insurance policies on the lives of certain of the participants. The insurance policies, which also remain our sole property, are payable to us upon the death of the insured. We separately contract with the participant to pay to the participant the amount of deferred compensation, as adjusted for gains or losses, invested in participant-selected investment funds. Participants may elect to receive deferrals and earnings at termination, death, or at a specified future date while still employed. Distributions while employed must be at least three years after the deferral election. The program is not qualified under Section 401 of the Internal Revenue Code. At December 31, 2025, the amounts payable under the plan approximated the value of the corresponding assets we owned. F-32 NOTE 14 — FAIR VALUE MEASUREMENTS Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date” within an entity’s principal market, if any. The principal market is the market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity, regardless of whether it is the market in which the entity will ultimately transact for a particular asset or liability or if a different market is potentially more advantageous. Accordingly, this exit price concept may result in a fair value that may differ from the transaction price or market price of the asset or liability. Under U.S. GAAP, the fair value hierarchy prioritizes inputs to valuation techniques used to measure fair value. Fair value measurements should maximize the use of observable inputs and minimize the use of unobservable inputs, where possible. Observable inputs are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs may be needed to measure fair value in situations where there is little or no market activity for the asset or liability at the measurement date and are developed based on the best information available in the circumstances, which could include the reporting entity’s own judgments about the assumptions market participants would utilize in pricing the asset or liability. Financial Instruments Investments 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. 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). We also hold investments in convertible notes, common units and preferred units issued by two privately-held companies. Our investment in certain preferred units were recorded based on observable market-based inputs for preferred units issued to several investors during August through October 2024 (Level 2 fair value measurement). Our investment in convertible notes, common units and certain preferred units are recorded in our consolidated financial statements based on internal valuations with assistance from a third-party valuation specialist (Level 3 fair value measurement). The valuations are impacted by key assumptions, including the assumed probability and timing of potential debt or equity offerings. One of the convertible notes includes an option to convert the note into equity interests. The change in the fair value of the embedded option, as well as the preferred units and common units, are included in other (income) expense, net in our consolidated statements of operations. The change in the fair value of the convertible note, excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income. F-33 The change in our investments for the years ended December 31, 2025, 2024, and 2023 were as follows: Year Ended December 31, 2025 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total (In Thousands) Investment balance at beginning of period $ 19,561 $ 1,388 $ 7,210 $ 28,159 Sale of investments ( 19,011 ) — — ( 19,011 ) Reclassification between Level 2 and Level 3 fair value — ( 1,388 ) 1,388 — Realized and unrealized gain on equity securities 3,026 — 244 3,270 Unrealized loss on embedded option — — ( 1,022 ) ( 1,022 ) Unrealized gain on convertible note, excluding embedded option — — 431 431 Investment balance at end of period $ 3,576 $ — $ 8,251 $ 11,827 Year Ended December 31, 2024 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total (In Thousands) Investment balance at beginning of period $ 10,154 $ — $ 7,200 $ 17,354 Purchase of investments — 1,000 21 1,021 Reclassification between Level 2 and Level 3 fair value — 350 ( 350 ) — Unrealized gain on equity securities 9,407 38 1,130 10,575 Unrealized loss on embedded option — — ( 1,971 ) ( 1,971 ) Unrealized gain on convertible note, excluding embedded option — — 1,180 1,180 Investment balance at end of period $ 19,561 $ 1,388 $ 7,210 $ 28,159 Year Ended December 31, 2023 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Unobservable Inputs (Level 1) (Level 3) Total (In Thousands) Investment balance at beginning of period $ 8,147 $ 6,139 $ 14,286 Purchase of investments — 350 350 Unrealized gain on equity securities 2,007 — 2,007 Unrealized loss on embedded option — ( 16 ) ( 16 ) Unrealized gain on convertible note, excluding embedded option — 727 727 Investment balance at end of period $ 10,154 $ 7,200 $ 17,354 F-34 A summary of significant recurring fair value measurements by valuation hierarchy as of December 31, 2025 and 2024, is as follows: Fair Value Measurements Using Total as of Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Unobservable Inputs Description December 31, 2025 (Level 1) (Level 3) (In Thousands) Investments in Standard Lithium $ 3,576 3,576 — Other investments 8,251 — 8,251 Investments $ 11,827 Fair Value Measurements Using Total as of Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Description December 31, 2024 (Level 1) (Level 2) (Level 3) (In Thousands) Investments in Kodiak (1) $ 18,393 18,393 — — Investments in Standard Lithium 1,168 1,168 — — Other investments 8,598 — 1,388 7,210 Investments $ 28,159 (1) Kodiak acquired CSI Compressco on April 1, 2024. 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, 2025 or 2024. During the years ended December 31, 2025, 2024, and 2023, we recognized $ 0.7 million, zero , and zero of F-35 net losses, respectively, reflected in other (income) expense, net, associated with our foreign currency derivative program. 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 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. Other The fair values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, short-term borrowings, and long-term debt pursuant to TETRA's Term Credit Agreement, ABL Credit Agreement, and Swedish Credit Agreement approximate their carrying amounts. NOTE 15 — INCOME TAXES The income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2025, 2024, and 2023, consists of the following: Year Ended December 31, 2025 2024 2023 (In Thousands) Current State $ 244 $ 348 $ 535 International 13,302 9,228 6,419 13,546 9,576 6,954 Deferred Federal 10,533 ( 94,799 ) — State 258 ( 2,751 ) ( 41 ) International ( 2,042 ) 3,096 ( 693 ) 8,749 ( 94,454 ) ( 734 ) Total income tax expense (benefit) $ 22,295 $ ( 84,878 ) $ 6,220 A reconciliations of the expense (benefit) for income taxes attributable to continuing operations, computed by applying the federal statutory rate to income (loss) before income taxes and the reported income taxes, is as follows: F-36 Year Ended December 31, 2025 $ % (In Thousands) Income tax expense at United States federal statutory rate $ 5,565 21.0 % State and local income taxes, net of federal benefit (1) 397 1.5 % Foreign tax effects Argentina Foreign currency remeasurement 804 3.0 % Inflation adjustment ( 379 ) ( 1.4 ) % Out-of-period adjustment (2) ( 1,159 ) ( 4.4 ) % Other 354 1.3 % Brazil Statutory rate difference between Brazil and United States 1,750 6.6 % Foreign currency remeasurement 293 1.1 % Other 309 1.2 % Canada Liquidation of Canadian subsidiary 3,287 12.4 % Valuation allowance ( 3,287 ) ( 12.4 ) % Foreign currency translation adjustment loss (3) 2,189 8.3 % Other ( 180 ) ( 0.7 ) % Saudi Other 386 1.5 % Sweden Foreign currency remeasurement ( 281 ) ( 1.1 ) % Other 142 0.5 % United Kingdom UK taxation on non-UK earnings 461 1.7 % Other 49 0.2 % Other foreign jurisdictions 10 0.1 % Effect of changes in tax laws or rates enacted in the current period — — % Effect of cross-border tax laws: US taxation on non-US earnings 1,555 5.9 % Change of the US tax classification of Brazilian subsidiary (4) 6,886 26.0 % Tax credits: Other ( 165 ) ( 0.6 ) % Valuation allowance 2,132 8.0 % Non-taxable or non-deductible items: Non-deductible compensation 1,272 4.8 % Other ( 140 ) ( 0.5 ) % Uncertain tax positions — — % Other adjustments 45 0.1 % Total tax expense and effective tax rate $ 22,295 84.1 % (1) During the year ended December 31, 2025, State and local income taxes are primarily related to the state of Texas. (2) During the year ended December 31, 2025, the out-of-period adjustment to our deferred tax liability related to a correction to our 2024 tax provision is discussed in "Note 2-Basis of Presentation and Significant Accounting Policies." (3) During the year ended December 31, 2025, the foreign currency translation adjustment related to the dissolution of our former subsidiary in Canada during 2025 as discussed in "Note 2-Basis of Presentation and Significant Accounting Policies." (4) During the year ended December 31, 2025, we elected to change the United States tax classification of our Brazilian subsidiary from a partnership to a corporation. While this tax election is expected to reduce our future consolidated effective F-37 tax rate and with the expectation of improving future cash flow, the tax election results in recognition of approximately $ 6.9 million of federal deferred tax expense in the current year. Year Ended December 31, 2024 2023 (In Thousands) Income tax expense computed at statutory federal income tax rates $ 6,036 $ 6,657 State income taxes, net of federal benefit 1,225 1,052 Nondeductible expenses 1,622 1,399 Impact of international operations 4,877 1,285 Valuation allowance ( 97,871 ) ( 3,693 ) Other ( 767 ) ( 480 ) Total income tax (benefit) expense $ ( 84,878 ) $ 6,220 During the year ended December 31, 2024, in part because we achieved three years of cumulative pretax income in the United States tax jurisdiction, after adjusting for permanent book and tax differences, which is a positive indication of our ability to generate sufficient future taxable income, we determined that there was sufficient positive evidence to conclude that it is more likely than not that additional deferred taxes are realizable and, therefore, released the valuation allowance accordingly. The following table summarizes income taxes paid, net of refunds, for the year ended December 31, 2025: 2025 (In Thousands) US State and local $ 406 Foreign Argentina 1,896 Brazil 3,344 Finland 1,626 Sweden 4,643 Other 630 Total income taxes paid during the period $ 12,545 Income (loss) before income taxes and discontinued operations includes the following components: Year Ended December 31, 2025 2024 2023 (In Thousands) United States $ ( 4,511 ) $ ( 9,130 ) $ 8,315 International 31,013 37,872 23,384 Total $ 26,502 $ 28,742 $ 31,699 As of December 31, 2025 and 2024, we had no unrecognized tax benefits. We file tax returns in the U.S. and in various state, local, and non-U.S. jurisdictions. The following table summarizes the earliest tax years that remain subject to examination by taxing authorities in any major jurisdiction in which we operate: Earliest Open Tax Period United States – Federal 2012 United States – State and Local 2005 Non-United States Jurisdictions 2013 F-38 We use the liability method for reporting income taxes, under which current and deferred tax assets and liabilities are recorded in accordance with enacted tax laws and rates. Under this method, at the end of each period, the amounts of deferred tax assets and liabilities are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. We considered all available evidence, both positive and negative, in determining whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of our deferred tax assets. In determining the need for a valuation allowance on our deferred tax assets we placed greater weight on recent and objectively verifiable current information, as compared to more forward-looking information that is used in valuating other assets on the balance sheet. While we have considered taxable income in prior years, future reversals of existing taxable temporary differences, future taxable income, and tax planning strategies in assessing the need for the valuation allowance, there can be no guarantee that we will be able to realize our net deferred tax assets. Significant components of our deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows: December 31, 2025 2024 (In Thousands) Net operating losses $ 83,922 $ 89,088 Accruals 25,745 20,602 Depreciation and amortization for book in excess of tax expense 6,594 9,792 All other 12,356 13,353 Total deferred tax assets 128,617 132,835 Valuation allowance ( 19,188 ) ( 19,447 ) Net deferred tax assets $ 109,429 $ 113,388 Right of use assets $ 11,146 $ 9,092 Depreciation and amortization for tax in excess of book expense 1,803 2,944 Income deferred for tax 7,240 2,660 Investments 326 1,570 All other 4,090 3,885 Total deferred tax liabilities 24,605 20,151 Net deferred tax assets (liabilities) $ 84,824 $ 93,237 Deferred tax assets and liabilities are netted by jurisdiction in our consolidated balance sheets. Deferred tax assets and liabilities netted by jurisdiction as of December 31, 2025 and 2024 are as follows: December 31, 2025 2024 (In Thousands) Deferred tax assets $ 87,322 $ 98,149 Deferred tax liabilities ( 2,498 ) ( 4,912 ) Net deferred tax assets $ 84,824 $ 93,237 As of December 31, 2025, a significant portion of our deferred tax assets were United States (federal and state) assets, which include net operating loss carryforwards, tax credit carryforwards as well as temporary differences between GAAP and tax basis that will result in future tax deductions in excess of book. Significant management judgment is required in determining the period in which a reversal of a valuation allowance should occur. We are required to consider all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income among other items, in determining whether a full or partial release of its valuation allowance is required. F-39 The $ 0.3 million decrease in the valuation allowance during the year ended December 31, 2025 was primarily due to the decrease in deferred tax assets and associated $ 3.3 million valuation allowance related to the liquidation of our Canadian subsidiary mostly offset by the $ 2.1 million valuation allowance on the United States capital loss carryforward, which expires in 2029, and other changes various jurisdictions valuation allowances. At December 31, 2025, we had deferred tax assets associated with U.S. federal, U.S. state, and non-U.S. net operating loss carryforwards equal to approximately $ 66.3 million, $ 8.5 million, and $ 9.1 million, respectively. In those jurisdictions in which NOLs are subject to an expiration period, our loss carryforwards, if not utilized, will expire at various dates from 2026 through 2041. Utilization of the NOLs, credit carryforwards and other tax attributes may be subject to a significant annual limitation if an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended, has previously occurred or were to occur in the future. NOTE 16 — NET INCOME PER SHARE The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income per common and common equivalent share: Year Ended December 31, 2025 2024 2023 (In Thousands) Number of weighted average common shares outstanding 133,202 131,279 129,568 Assumed vesting of restricted stock units and exercise of stock options 1,948 952 1,675 Average diluted shares outstanding 135,150 132,231 131,243 NOTE 17 — INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION We manage our operations through two segments: Completion Fluids & Products and Water & Flowback Services. Transfers between segments and geographic areas are priced at the estimated fair value of the products or services as negotiated between the operating units. Summarized financial information concerning the business segments is as follows: Year Ended December 31, 2025 Completion Fluids & Products Water & Flowback Services Corporate Total (In Thousands) Revenue $ 376,453 $ 254,479 $ — $ 630,932 Cost of product sales and services 228,907 204,815 — 433,722 Depreciation, amortization and accretion 8,913 27,815 371 37,099 Impairments and other charges — 611 3,551 4,162 General and administrative expense 27,599 21,271 51,689 100,559 Operating income (loss) 111,034 ( 33 ) ( 55,611 ) 55,390 Interest (income) expense, net ( 731 ) 51 18,007 17,327 Other (income) expense, net ( 3,369 ) 9,418 5,512 11,561 Income (loss) from continuing operations before income taxes $ 115,134 $ ( 9,502 ) $ ( 79,130 ) $ 26,502 Capital expenditures $ 59,770 $ 20,970 $ 81 $ 80,821 December 31, 2025 Total assets $ 347,770 $ 161,978 $ 166,013 $ 675,761 F-40 Year Ended December 31, 2024 Completion Fluids & Products Water & Flowback Services Corporate Total (In Thousands) Revenue $ 311,301 $ 287,810 $ — $ 599,111 Cost of product sales and services 192,263 231,165 — 423,428 Depreciation, amortization and accretion 9,733 25,631 357 35,721 Impairments and other charges — — 109 109 General and administrative expense 25,754 19,116 45,099 89,969 Operating income (loss) 83,551 11,898 ( 45,565 ) 49,884 Interest (income) expense, net ( 713 ) 64 23,114 22,465 Loss on debt extinguishment — — 5,535 5,535 Other expense (income), net 1,369 1,134 ( 9,361 ) ( 6,858 ) Income (loss) from continuing operations before income taxes $ 82,895 $ 10,700 $ ( 64,853 ) $ 28,742 Capital expenditures $ 36,961 $ 23,442 $ 277 $ 60,680 December 31, 2024 Total assets $ 290,788 $ 158,475 $ 155,932 $ 605,195 Year Ended December 31, 2023 Completion Fluids & Products Water & Flowback Services Corporate Total (In Thousands, Except Percents) Revenue $ 313,030 $ 313,232 $ — $ 626,262 Cost of product sales and services 196,954 241,218 — 438,172 Depreciation, amortization and accretion 9,053 24,876 400 34,329 Impairments and other charges 2,189 — 777 2,966 Insurance recoveries ( 2,850 ) — — ( 2,850 ) Exploration and pre-development costs 12,119 — — 12,119 General and administrative expense 28,003 19,452 49,135 96,590 Operating income (loss) 67,562 27,686 ( 50,312 ) 44,936 Interest (income) expense, net ( 646 ) 205 22,790 22,349 Other (income) expense, net ( 10,106 ) 1,757 ( 763 ) ( 9,112 ) Income (loss) from continuing operations before income taxes $ 78,314 $ 25,724 $ ( 72,339 ) $ 31,699 Capital expenditures $ 11,073 $ 26,571 $ 508 $ 38,152 Summarized financial information concerning the geographic areas of our customers and in which we operate at December 31, 2025, 2024, and 2023, is presented below: Year Ended December 31, 2025 2024 2023 (In Thousands) Revenues from external customers United States $ 433,704 $ 399,141 $ 417,663 Europe 114,215 112,940 116,838 South America 65,600 56,574 57,700 Canada and Mexico 162 343 1,863 Middle East, Asia and other 17,251 30,113 32,198 Total revenues $ 630,932 $ 599,111 $ 626,262 F-41 Our chief executive officer is considered the chief operating decision maker. We generally evaluate the performance of and allocate resources to our segments based on income (loss) from continuing operations before income taxes, return on investment and other criteria. Resources for each segment, including employees and financial or capital resources, are allocated predominantly through the annual budget as well as the annual and monthly forecasting process. As of December 31, 2025 and 2024, no single customer represented more than 10% of our consolidated trade accounts receivables, net of allowance for credit losses. During each of the years ended December 31, 2025, 2024, and 2023, no single customer accounted for more than 10% of our consolidated revenues. December 31, 2025 2024 (In Thousands) Identifiable assets United States $ 495,717 $ 444,064 Europe 97,053 79,312 South America 74,061 66,912 Canada and Mexico 365 679 Africa 2,884 3,175 Middle East, Asia and other 5,681 11,053 Total identifiable assets $ 675,761 $ 605,195 NOTE 18 — SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and determined that there have been no other events that have occurred that would require adjustments to our disclosures in the consolidated financial statements . F-42