What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-04-29 · 188 added, 96 removed, 444 unchanged (39% of the section changed)

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Product sales

14 unchanged sentences

Interest expense, net 3,267 4,194 6,504 8,918

Other (income) expense, net

( 2,011 ) 8,962

Other expense (income), net 1,009 ( 645 ) ( 1,002 ) 8,317

Income before taxes 15,854 19,436 27,444 24,522

1 unchanged sentence

Net income attributable to TETRA stockholders $ 10,237 $ 11,305 $ 18,556 $ 15,354

$ 8,319 $ 4,049

Basic net income per common share:

Net income attributable to TETRA stockholders $ 0.07 $ 0.08 $ 0.14 $ 0.12

$ 0.06 $ 0.03

Weighted average basic shares outstanding 138,997 133,152 136,761 132,753

1 unchanged sentence

Net income attributable to TETRA stockholders $ 0.07 $ 0.08 $ 0.13 $ 0.12

$ 0.06 $ 0.03

Weighted average diluted shares outstanding 140,619 133,422 138,955 133,371

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income $ 10,237 $ 11,305 $ 18,556 $ 15,354

Foreign currency translation adjustment, net of taxes of $ 0 in 2026 and 2025

1 unchanged sentence

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

Unrealized (loss) gain on investment

Unrealized loss on investment ( 188 ) ( 416 ) ( 967 ) ( 135 )

Comprehensive income attributable to TETRA stockholders $ 10,240 $ 16,202 $ 17,147 $ 33,924

9 unchanged sentences

Restricted cash

Trade accounts receivable, net of allowances of $ 348 and $ 397 in 2026

and 2025, respectively

Trade accounts receivable, net of allowances of $ 440 and $ 397 , respectively

114,367 99,578

6 unchanged sentences

230,174 194,197

Other assets:

Deferred tax assets, net

2 unchanged sentences

34,123 36,999

Patents, trademarks and other intangible assets, net of accumulated amortization of $ 49,379 and $ 48,775 in 2026 and 2025, respectively

Patents, trademarks and other intangible assets, net of accumulated amortization of $ 50,264 and $ 48,775 , respectively

19,737 21,463

7 unchanged sentences

Condensed Consolidated Balance Sheets

(In Thousands, Except Share Amounts)

(In Thousands, Except Share and Per Share Amounts)

2026 December 31,

22 unchanged sentences

Common stock, par value 0.01 per share;

250,000,000 shares authorized at March 31, 2026 and December 31, 2025;

138,434,753 and 137,252,465 shares issued at March 31, 2026 and December 31, 2025, respectively, and 135,296,078 and 134,113,790 shares outstanding at March 31, 2026 and December 31, 2025, respectively

250,000,000 shares authorized at June 30, 2026 and December 31, 2025;

151,211,454 and 137,252,465 shares issued at June 30, 2026 and December 31, 2025, respectively, and 148,072,779 and 134,113,790 shares outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

1 unchanged sentence

Treasury stock, at cost;

3,138,675 shares held at March 31, 2026 and December 31, 2025

3,138,675 shares held at June 30, 2026 and December 31, 2025

( 19,957 ) ( 19,957 )

16 unchanged sentences

Comprehensive

Income (Loss)

Income (Loss) Retained

Deficit Noncontrolling

16 unchanged sentences

$ 1,384 $ 496,646 $ ( 19,957 ) $ ( 35,483 ) $ 1,394 $ ( 157,101 ) $ ( 1,268 ) $ 285,615

Net income for second quarter 2026

— — — — — 10,237 — 10,237

Translation adjustment,

net of taxes of $ 0

— — — 191 — — — 191

Other comprehensive loss, net of tax benefit of $ 52

— — — — ( 188 ) — — ( 188 )

Comprehensive income

Public offering, net of offering costs of $ 6,836

124 108,040 — — — — — 108,164

Equity-based compensation — 1,924 — — — — — 1,924

Exercise of stock options 1 821 — — — — — 822

Vesting of restricted stock 3 ( 241 ) — — — — — ( 238 )

Balance at June 30, 2026

$ 1,512 $ 607,190 $ ( 19,957 ) $ ( 35,292 ) $ 1,206 $ ( 146,864 ) $ ( 1,268 ) $ 406,527

Par Value Additional Paid-In

21 unchanged sentences

$ 1,362 $ 493,424 $ ( 19,957 ) $ ( 39,565 ) $ 2,116 $ ( 164,376 ) $ ( 1,261 ) $ 271,743

Net income for second quarter 2025

— — — — — 11,305 — 11,305

Translation adjustment, net of taxes of $ 0

— — — 5,313 — — — 5,313

Other comprehensive loss

— — — — ( 416 ) — — ( 416 )

Comprehensive income

Equity-based compensation

— 1,747 — — — — — 1,747

Other 2 ( 76 ) — — — — — ( 74 )

Balance at June 30, 2025

$ 1,364 $ 495,095 $ ( 19,957 ) $ ( 34,252 ) $ 1,700 $ ( 153,071 ) $ ( 1,261 ) $ 289,618

See Notes to Consolidated Financial Statements

3 unchanged sentences

(In Thousands, Unaudited)

Three Months Ended

Six Months Ended

Operating activities:

Net income $ 18,556 $ 15,354

Reconciliation of net income to net cash (used in) provided by operating activities:

Reconciliation of net income to net cash provided by operating activities:

Depreciation, amortization and accretion

18,776 18,340

Impairments and other charges

Gain on investments ( 662 ) ( 257 )

(Gain) loss on investments ( 497 ) 42

Equity-based compensation expense 3,702 3,607

Recovery of credit losses

( 23 ) ( 85 )

Provision for (recovery of) credit losses 68 ( 117 )

Amortization and expense of financing costs 1,177 979

2 unchanged sentences

Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary

Deferred income tax expense (benefit)

1,102 ( 134 )

Other non-cash (credits) charges

Deferred income tax (benefit) expense 1,093 3,008

Other non-cash credits ( 172 ) ( 224 )

Changes in operating assets and liabilities:

4 unchanged sentences

Other ( 680 ) 1,454

Net cash (used in) provided by operating activities

( 11,856 ) 3,935

Net cash provided by operating activities 22,531 52,268

Investing activities:

4 unchanged sentences

Other investing activities ( 100 ) ( 90 )

Net cash (used in) provided by investing activities

( 18,728 ) 1,345

Net cash used in investing activities ( 42,175 ) ( 18,275 )

Financing activities:

Proceeds from credit agreements and long-term debt 1,268 194

Public offering proceeds, net of offering costs of $ 6,603

Principal payments on credit agreements and long-term debt ( 268 ) ( 194 )

Payments on financing lease obligations ( 2,438 ) ( 2,070 )

Proceeds from exercise of stock options 371 —

Taxes paid upon vesting of equity-based compensation ( 6,438 ) ( 1,234 )

Net cash used in financing activities

( 6,723 ) ( 2,089 )

Proceeds/cash settlements from common stock and exercised stock options 1,232 —

Payments on seller financed purchases — ( 1,280 )

Net cash provided by (used in) financing activities 101,753 ( 4,584 )

Effect of exchange rate changes on cash ( 156 ) 2,184

(Decrease) increase in cash and cash equivalents

( 37,156 ) 3,842

Increase in cash and cash equivalents 81,953 31,593

Cash, cash equivalents and restricted cash at beginning of period

8 unchanged sentences

$ 154,633 $ 68,801

Non-cash financing activities:

Offering costs incurred but unpaid as of period end $ 233 $ —

See Notes to Consolidated Financial Statements

17 unchanged sentences

The information furnished reflects all normal recurring adjustments, which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods.

Operating results for the period ended March 31, 2026 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2026.

Operating results for the periods ended June 30, 2026 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2026.

The accompanying unaudited consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the U.S.

5 unchanged sentences

Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2025 included in our 2025 Annual Report .

There have been no significant changes in our accounting policies or the application thereof during the first quarter of 2026.

There have been no significant changes in our accounting policies or the application thereof during the second quarter of 2026.

Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and

impairments during the reporting period.

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

Correction of Immaterial Error

During the preparation of the current period financial statements for the period ended March 31, 2026, we identified an immaterial error which understated the current portion of long-term debt and overstated long-term debt by $ 4.8 million as of December 31, 2025.

During the preparation of the financial statements for the period ended March 31, 2026, we identified an immaterial error which understated the current portion of long-term debt and overstated long-term debt by $ 4.8 million as of December 31, 2025.

Balances as of December 31, 2025 have been revised to correct this error.

See Note 5 for additional information on our Term Credit Agreement.

See Note 5 - “Long-Term Debt and Other Borrowings” for additional information on our Term Credit Agreement.

Mineral Resources 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 (“MOU”) with Saltwerx LLC (“Saltwerx”), an indirect wholly owned subsidiary of ExxonMobil Corporation, relating to the Evergreen Unit, and potential bromine and lithium production from brine produced from the unit.

In June 2023, we entered into a memorandum of understanding (as subsequently amended and supplemented, “MOU”) with Saltwerx LLC (“Saltwerx”), an indirect wholly owned subsidiary of ExxonMobil Corporation, relating to the Evergreen Unit, and potential bromine and lithium production from brine produced from the unit.

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.

We capitalized approximately $ 6.6 million and $ 11.2 million for the three months ended March 31, 2026 and March 31, 2025, 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.

We capitalized approximately $ 10.9 million and $ 17.5 million for the three and six months ended June 30, 2026, respectively, and $ 10.9 million and $ 22.0 million for the three and six months ended June 30, 2025, respectively, of costs, net of reimbursements from our participating interest owner, associated with the development of our properties in Arkansas, excluding capitalized interest, which are included in capital expenditures for our Completion Fluids & Products Segment.

Capitalized Interest

3 unchanged sentences

Capitalized interest is included in the carrying amount of the related assets and will be amortized over their respective useful lives once the assets are placed into service.

We capitalized interest attributed to cost capitalized for the development of our properties in Arkansas of approximately $ 1.8 million and $ 0.8 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

The average effective interest rate used for capitalization during the three months ended March 31, 2026 was 11.0 %.

We capitalized interest attributed to cost capitalized for the development of our properties in Arkansas of approximately $ 2.0 million and $ 3.9 million for the three and six months ended June 30, 2026, respectively, and $ 1.0 million and $ 1.8 million for the three and six months ended June 30, 2025, respectively.

The average effective interest rate used for capitalization during the six months ended June 30, 2026 was 11.0 %.

Foreign Currency Translation

We have designated the Euro, the British pound, the Canadian dollar, the Brazilian real as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Canada and Brazil, respectively.

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 most of our other non-U.S.

The cumulative translation effects of translating the applicable accounts from the functional currencies into the United States dollar at current exchange rates are included as a separate component of equity.

Foreign currency exchange (gains) losses are included in other (income) expense, net and totaled $( 1.4 ) million and $ 8.8 million during the three months ended March 31, 2026 and March 31, 2025, respectively.

Foreign currency exchange (gains) losses during the three months ended March 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.

Foreign currency exchange (gains) losses are included in other expense (income), net and totaled $ 0.7 million and $( 0.7 ) million during the three and

six months ended June 30, 2026, respectively, and $( 0.8 ) million and $ 8.1 million during the three and six months ended June 30, 2025, respectively.

Foreign currency exchange (gains) losses during the six months ended June 30, 2025 include recognition of a $ 9.5 million cumulative foreign currency translation adjustment loss, which was reclassified from accumulated other comprehensive loss due to the dissolution of our former subsidiary in Canada.

Fair Value Measurements

6 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, we accrued $ 7.4 million of decommissioning liability associated with our former Offshore segment for which costs might be above the value of surety bonds on properties previously disposed.

As of June 30, 2026 and December 31, 2025, we have accrued $ 7.4 million of decommissioning liability associated with our former Offshore segment for which costs might be above the value of surety bonds on properties previously disposed.

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.

2 unchanged sentences

Supplemental cash flow information is as follows:

Three Months Ended

Six Months Ended

(in thousands)

Interest paid (1)

Income taxes paid, net of refunds

$ 5,253 $ 8,802

(1) Interest paid is net of $ 1.8 million and $ 0.8 million of capitalized interest for the three months ended March 31, 2026 and March 31, 2025, respectively.

March 31, 2026 December 31, 2025

Income taxes paid, net of refunds $ 11,587 $ 6,189

(1) Interest paid is net of $ 3.9 million and $ 1.8 million of capitalized interest for the six months ended June 30, 2026 and June 30, 2025, respectively.

June 30, 2026 December 31, 2025

(in thousands)

2 unchanged sentences

Revenue from Contracts with Customers

Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $ 24.2 million and $ 24.4 million as of March 31, 2026 and December 31, 2025, respectively.

Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $ 27.7 million and $ 24.4 million as of June 30, 2026 and December 31, 2025, respectively.

Contract assets, along with billed trade accounts receivable, are included in trade accounts receivable in our condensed 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 $ 8.6 million and $ 5.9 million as of March 31, 2026 and December 31, 2025, respectively, and vary based on the timing of invoicing and performance obligations being met.

Unearned income balances were $ 11.0 million and $ 5.9 million as of June 30, 2026 and December 31, 2025, 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 condensed consolidated balance sheets.

We recognized approximately $ 1.3 million and $ 0.1 million of revenue during the three months ended March 31, 2026 and March 31, 2025, respectively, deferred in unearned income as of the beginning of the period.

During the three months ended March 31, 2026 and March 31, 2025, contract costs were not significant.

We recognized approximately $ 4.0 million and $ 3.1 million of revenue during the three and six months ended June 30, 2026, respectively, and $ 0.1 million and $ 0.2 million of revenue during the three and six months ended June 30, 2025, respectively, deferred in unearned income as of the beginning of the period.

During the six months ended June 30, 2026 and June 30, 2025, 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 10 - “Industry Segments.” In addition, we disaggregate revenue from contracts with customers by geography based on the following table below.

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

7 unchanged sentences

26,047 9,518 42,991 17,762

72,547 64,427 137,079 128,550

Total Revenue

4 unchanged sentences

NOTE 3 – INVENTORIES

Components of inventories as of March 31, 2026 and December 31, 2025 are as follows:

March 31, 2026 December 31, 2025

Components of inventories as of June 30, 2026 and December 31, 2025 are as follows:

June 30, 2026 December 31, 2025

(in thousands)

7 unchanged sentences

NOTE 4 – INVESTMENTS

Our investments as of March 31, 2026 and December 31, 2025 consist of the following:

March 31, 2026 December 31, 2025

Our investments as of June 30, 2026 and December 31, 2025 consist of the following:

June 30, 2026 December 31, 2025

(in thousands)

10 unchanged sentences

NOTE 5 – LONG-TERM DEBT AND OTHER BORROWINGS

Consolidated long-term debt as of March 31, 2026 and December 31, 2025 consists of the following:

Scheduled Maturity March 31, 2026 December 31, 2025

Consolidated long-term debt as of June 30, 2026 and December 31, 2025 consists of the following:

Scheduled Maturity June 30, 2026 December 31, 2025

(in thousands)

Term Credit Agreement (1)

Total debt January 12, 2030 $ 181,818 $ 181,357

January 12, 2030 $ 182,315 $ 181,357

Argentina Credit Facilities Various dates in December 2026 1,000 —

Total debt 183,315 181,357

Less current portion ( 8,125 ) ( 4,750 )

Total long-term debt $ 175,190 $ 176,607

(1) Net of unamortized discount of $ 3.9 million and $ 4.2 million as of March 31, 2026 and December 31, 2025, respectively, and net of unamortized deferred financing costs of $ 4.2 million and $ 4.5 million as of March 31, 2026 and December 31, 2025, respectively.

(1) Net of unamortized discount of $ 3.7 million and $ 4.2 million as of June 30, 2026 and December 31, 2025, respectively, and net of unamortized deferred financing costs of $ 4.0 million and $ 4.5 million as of June 30, 2026 and December 31, 2025, respectively.

Term Credit Agreement

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

The interest rate per annum on borrowings under the Term Credit Agreement is 9.52 % as of March 31, 2026.

The interest rate per annum on borrowings under the Term Credit Agreement is 9.49 % as of June 30, 2026.

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

Our Term Credit Agreement requires us to repay $ 3.6 million of principal payments due for the remainder of 2026, and $ 9.5 million each in 2027, 2028 and 2029, payable quarterly and subject to adjustments for additional borrowings and prepayments, if any.

Our Term Credit Agreement requires us to make $ 2.4 million of principal payments during the remainder of 2026, and $ 9.5 million each in 2027, 2028 and 2029, payable quarterly and subject to adjustments for additional borrowings and prepayments, if any.

Our Term Credit Agreement also 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, if our Leverage Ratio (as defined in the Term Credit Agreement) is greater than 2 to 1.

In March 2026, the lender consented to waive the $ 1.2 million quarterly payment due on March 31, 2026, which effectively deferred the payment to the maturity date of the Term Credit Agreement.

Scheduled maturities for

the remainder of 2026 through maturity of the Term Credit Agreement are as follows, not considering conditional prepayment offers required by our Term Credit Agreement:

March 31, 2026

During 2026, the lender consented to waive the $ 1.2 million quarterly payments due on March 31, 2026 and June 30, 2026, which effectively deferred the payments to the 2030 maturity date of the Term Credit Agreement.

S cheduled maturities for the remainder of 2026 through maturity of the Term Credit Agreement are as follows, not considering conditional prepayment offers required by our Term Credit Agreement:

June 30, 2026

(in thousands)

1 unchanged sentence

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

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

Commencing with fiscal quarter ending on March 31, 2024, the Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the Term Credit Agreement) to be greater than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the Term Credit Agreement) to be no 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.

1 unchanged sentence

ABL Credit Agreement

As of March 31, 2026, we had no borrowings outstanding and $ 3.1 million letters of credit or guarantees under our ABL Credit Agreement.

Deferred financing costs of $ 0.8 million and $ 0.9 million as of March 31, 2026 and December 31, 2025, respectively, were classified as other long-term assets on the accompanying condensed consolidated balance sheets as there was no outstanding balance on our ABL Credit Agreement.

As of March 31, 2026, 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.

As of June 30, 2026, we had no borrowings outstanding and $ 3.1 million letters of credit or guarantees under our ABL Credit Agreement.

Deferred financing costs of $ 0.7 million and $ 0.9 million as of June 30, 2026 and December 31, 2025, respectively, were classified as other long-term assets on the accompanying condensed consolidated balance sheets as there was no outstanding balance on our ABL Credit Agreement.

As of June 30, 2026, our ABL Credit Agreement provides, with certain restrictions, for a senior secured revolving credit facility of up to $ 100.0 million with a $ 25.0 million accordion.

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

The ABL Credit Agreement matures on May 13, 2029.

Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $ 61.9 million under this agreement as of March 31, 2026.

Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $ 61.4 million under this agreement as of June 30, 2026.

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 %.

6 unchanged sentences

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

As of March 31, 2026, we had no balance outstanding and availability of approximately $ 5.3 million under the Swedish Credit Facility.

As of June 30, 2026, we had no balance outstanding and availability of approximately $ 5.1 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.

1 unchanged sentence

The Swedish Credit Facility expires on December 31, 2026 and the Company intends to renew it annually.

Argentina Credit Facilities

In January 2026, we entered into new credit facilities in Argentina for capital expenditures required for our subsidiary in Argentina (“Argentina Credit Facilities”), which is collateralized by a $ 3.0 million standby letter of credit issued under our ABL Credit Agreement.

As of June 30, 2026, we had $ 1.0 million outstanding under the Argentina Credit Facilities.

Borrowings bear interest at a weighted average rate of 7.13 % per annum.

Principal and interest are due at maturity of the facilities in December 2026.

Finland Credit Agreement

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

As of March 31, 2026, there were $ 1.6 million of letters of credit outstanding against the Finland Credit Agreement.

As of June 30, 2026, there were $ 1.6 million of letters of credit outstanding against the Finland Credit Agreement.

The Finland Credit Agreement expires on January 31, 2027 and the Company intends to renew it annually.

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

As of March 31, 2026, we are in compliance with all required covenants under the credit agreements.

As of June 30, 2026, we are in compliance with all required covenants under the credit agreements.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

While the outcome of lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or other proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse impact on our financial condition, results of operations, or liquidity.

There have been no material developments in our legal proceedings during the quarter ended March 31, 2026.

There have been no material developments in our legal proceedings during the quarter ended June 30, 2026.

For additional discussion of our legal proceedings, please see our 2025 Annual Report .

5 unchanged sentences

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

As of March 31, 2026, 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 $ 75.2 million, including $ 36.4 million for the remainder of 2026, $ 29.1 million in 2027, and $ 9.7 million in 2028.

As of March 31, 2026, we also have commitments of $ 13.5 million related to long-lead power infrastructure for our Completion Fluids & Products Segment’s bromine plant in Arkansas, due over five years beginning after electric service is available, which may be subject to reduction or reimbursement if another industrial or non-residential customer(s) connects to the power infrastructure.

As of June 30, 2026, 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 $ 58.0 million, including $ 19.3 million for the remainder of 2026, $ 29.1 million in 2027, and $ 9.6 million in 2028.

Arkansas Bromine Project

As of June 30, 2026, we had outstanding purchase and work order commitments of approximately $28.7 million related to construction of our Arkansas bromine production facility (the “Arkansas Bromine Project”).

As of June 30, 2026, we also have commitments of $ 13.5 million related to long-lead power infrastructure for the facility, due over five years beginning after electric service is available, which may be subject to reduction or reimbursement if another industrial or non-residential customer(s) connects to the power infrastructure.

NOTE 7 – FAIR VALUE MEASUREMENTS

8 unchanged sentences

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

Our investment in certain preferred units as of March 31, 2026 and December 31, 2025 were recorded based on internal valuations with assistance from a third-party valuation specialist, including reference to observable market-based inputs for preferred units issued to several investors during October 2025 through March 2026 (Level 3 fair value measurement).

Our investment in certain preferred units as of June 30, 2026 and December 31, 2025 were recorded based on internal valuations with assistance from a third-party valuation specialist, including reference to observable market-based inputs for preferred units issued to several investors during October 2025 through March 2026 (Level 3 fair value measurement).

Our investment in convertible notes, embedded option and common 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).

2 unchanged sentences

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

The change in our investments for the three months ended March 31, 2026 and March 31, 2025 are as follows:

Three Months Ended March 31, 2026

The change in our investments for the three and six months ended June 30, 2026 and June 30, 2025 are as follows:

Three Months Ended June 30, 2026

Fair Value Measurements Using

4 unchanged sentences

$ 2,728 $ 8,766 $ 11,494

Unrealized (loss) gain on equity securities

Unrealized loss on equity securities

( 528 ) ( 7 ) ( 535 )

Unrealized gain on embedded option

— 1,381 1,381

Unrealized loss on convertible note, excluding embedded option

2 unchanged sentences

$ 2,200 $ 8,890 $ 11,090

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Fair Value Measurements Using

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

(Level 1) (Level 3) Total

(in thousands)

Investment balance at beginning of period $ 1,016 $ 8,670 $ 9,686

Unrealized gain (loss) on equity securities

552 ( 191 ) 361

Unrealized loss on embedded option — ( 660 ) ( 660 )

Unrealized loss on convertible note, excluding embedded option — ( 416 ) ( 416 )

Investment balance at end of period $ 1,568 $ 7,403 $ 8,971

Six Months Ended June 30, 2026

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 $ 3,576 $ 8,251 $ 11,827

Unrealized (loss) gain on equity securities ( 1,376 ) 122 ( 1,254 )

Unrealized gain on embedded option — 1,751 1,751

Unrealized loss on convertible note, excluding embedded option — ( 1,234 ) ( 1,234 )

Investment balance at end of period $ 2,200 $ 8,890 $ 11,090

Six Months Ended June 30, 2025

Fair Value Measurements Using

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

4 unchanged sentences

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

Gain on equity securities

Unrealized gain (loss) on equity securities

400 — ( 177 ) 223

Unrealized loss on embedded option

Unrealized gain on convertible note, excluding embedded option — — 281 281

— — ( 883 ) ( 883 )

Unrealized loss on convertible note, excluding embedded option

— — ( 135 ) ( 135 )

Investment balance at end of period $ 1,568 $ — $ 7,403 $ 8,971

Recurring fair value measurements by valuation hierarchy as of March 31, 2026 and December 31, 2025 are as follows:

Recurring fair value measurements by valuation hierarchy as of June 30, 2026 and December 31, 2025 are as follows:

Fair Value Measurements Using

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

Description March 31, 2026 (Level 1) (Level 3)

Description June 30, 2026 (Level 1) (Level 3)

(in thousands)

13 unchanged sentences

See Note 5 - “Long-Term Debt and Other Borrowings” for further discussion.

NOTE 8 – CAPITAL STOCK

On June 4, 2026, we received $ 108.2 million of proceeds, net of underwriting discounts and commissions and offering fees, from the issuance of 12,432,432 shares of our common stock.

We intend to use the net proceeds from the offering for general corporate purposes, including funding a portion of the construction costs of the Arkansas Bromine Project.

NOTE 9 – NET INCOME PER SHARE

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

9 unchanged sentences

Three Months Ended

March 31, 2026

June 30, 2026

Completion Fluids & Products Water & Flowback Services Corporate

7 unchanged sentences

Interest (income) expense, net ( 103 ) 247 3,123 3,267

Other (income) expense, net ( 1,752 ) ( 591 ) 332 ( 2,011 )

Other expense (income), net 470 566 ( 27 ) 1,009

Income (loss) before taxes

1 unchanged sentence

Capital expenditures $ 15,806 $ 7,437 $ 72 $ 23,315

March 31, 2026

Six Months Ended

June 30, 2026

Completion Fluids & Products Water & Flowback Services Corporate

(in thousands)

Revenue $ 204,831 $ 137,079 $ — $ 341,910

Cost of product sales and services 134,528 104,667 — 239,195

Depreciation, amortization and accretion 4,436 14,185 155 18,776

General and administrative expense 15,924 12,651 22,418 50,993

Operating income (loss)

49,943 5,576 ( 22,573 ) 32,946

Interest (income) expense, net ( 260 ) 336 6,428 6,504

Other (income) expense, net ( 1,282 ) ( 25 ) 305 ( 1,002 )

Income (loss) before taxes $ 51,485 $ 5,265 $ ( 29,306 ) $ 27,444

Capital expenditures $ 25,997 $ 16,265 $ 72 $ 42,334

June 30, 2026

Total assets $ 496,842 $ 172,594 $ 130,678 $ 800,114

Three Months Ended

March 31, 2025

June 30, 2025

Completion Fluids & Products Water & Flowback Services Corporate

12 unchanged sentences

Capital expenditures $ 13,671 $ 5,784 $ 32 $ 19,487

Six Months Ended

June 30, 2025

Completion Fluids & Products Water & Flowback Services Corporate

(in thousands)

Revenue $ 202,462 $ 128,550 $ — $ 331,012

Cost of product sales and services 116,909 104,002 — 220,911

Depreciation, amortization and accretion 4,391 13,761 188 18,340

Impairments and other charges — 611 — 611

General and administrative expense 13,583 10,550 25,260 49,393

Operating income (loss)

67,579 ( 374 ) ( 25,448 ) 41,757

Interest (income) expense, net ( 417 ) 6 9,329 8,918

Other (income) expense, net ( 813 ) 9,778 ( 648 ) 8,317

Income (loss) before taxes $ 68,809 $ ( 10,158 ) $ ( 34,129 ) $ 24,522

Capital expenditures $ 27,514 $ 9,848 $ 81 $ 37,443

December 31, 2025

4 unchanged sentences

NOTE 11 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through April 29, 2026, the date the financial statements were available to be issued.

We entered into new credit facilities in Argentina, which are collateralized by a $ 3.0 million letter of credit issued under our ABL Credit Agreement in January 2026.

We borrowed $ 1.0 million under new credit facilities in April 2026 for capital expenditure needs for our subsidiary in Argentina, which borrowings bear interest at a weighted average rate of 7.13 % per annum.

Principal and interest are due at maturity of the facilities in December 2026 .

The Company has evaluated subsequent events through August 3, 2026, the date the financial statements were available to be issued and determined that there were no material subsequent events requiring recognition or disclosure in these financial statements .

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

What changed 10-Q

Item 1. Financial Statements