TTI 8-K
Tetra Technologies Inc (TTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 7.01 Regulation FD Disclosure
On June 2, 2026, TETRA Technologies, Inc., a Delaware corporation (the “Company”), issued a press release announcing that, subject to market conditions, it intends to conduct an underwritten public offering (the “Offering”) of $100 million of shares of its common stock, par value $0.01 per share (“Common Stock”), pursuant to a registration statement on Form S-3 (File No. 333-287210) filed with the U.S. Securities and Exchange Commission on May 12, 2025 and declared effective on May 22, 2025. In addition, the Company intends to grant the underwriters a 30-day option to purchase up to an additional $15 million of shares of Common Stock solely to cover any over-allotments, on the same terms and conditions as the Offering. A copy of the press release announcing the Offering is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Item 8.01 Other Events
On June 2, 2026, the Company provided certain operational updates to potential investors, the relevant excerpts of which are set forth below.
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Critical Minerals and Our Arkansas Bromine Project
On May 28, 2026, we announced that our board of directors approved a final investment decision for the Arkansas Bromine Project, subject to securing necessary financing. Since commencement of the project in 2022 through March 31, 2026, we have invested approximately $49 million in the project, which has been funded from our base business free cash flow, excluding capitalized interest. As of March 31, 2026. we have approximately $220 million in remaining capital expenditures relating to the Arkansas Bromine Project, which are expected to be funded over the next two years from a combination of a portion of the proceeds from this offering, cash from operations, borrowings under our credit facility and other financing sources. As of March 31, 2026, we have completed Phase 1 of the bromine processing plant, including site preparation, power infrastructure, and installation of the bromine tower. Phase 2 is underway and will include major infrastructure and equipment supporting the processing plant with mechanical completion targeted by the end of 2026. Phase 3 is expected to be completed at the end of 2027, and the plant is expected to begin operation in early 2028 and will have the installed capacity to process up to 75 million pounds of elemental bromine per year.
Magnesium is one of the critical mineral opportunities anticipated to support our planned Specialty Chemicals & Minerals operating segment by 2030. We are evaluating the potential development of our magnesium resources from our brine leases. We have finalized the formation of a joint venture with Magrathea Metals (“Magrathea”) to advance domestic magnesium metal production to address current U.S. dependence on imported supply for defense, aerospace, and advanced manufacturing end-markets. The joint venture will leverage our specialty chemical processing expertise and large-scale magnesium resource base in combination with Magrathea’s proprietary electrolytic magnesium production technology, which has been underwritten in part by United States Department of War.
Risk Factor Update
The Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025 with the following risk factors:
We may not be able to fund or complete the Arkansas Bromine Project on the timeline or at the cost we currently anticipate, which could have a material adverse effect on our business and the market price of our common stock.
The Arkansas Bromine Project represents a significant ongoing capital project for TETRA. Phase 2 is underway and will include major infrastructure and equipment supporting the processing plant with mechanical completion targeted by the end of 2026. Phase 3 is expected to be completed at the end of 2027, and the plant is expected to begin operation in early 2028. Since commencement of the project in 2022 through March 31, 2026, we have invested approximately $49 million in the project, which has been funded from our base business free cash flow, excluding capitalized interest. As of March 31, 2026, we have approximately $220 million in remaining capital expenditures relating to the Arkansas Bromine Project, which assumes that upstream costs are shared proportionate to each working interest owner’s relative interest in the unit. If other working interest owners do not fund their share of the upstream costs, the capital expenditures necessary to complete the Arkansas Bromine Project may increase from current estimates. Construction projects of this scale carry inherent execution risks, including the potential for cost overruns, schedule delays, supply chain disruptions, contractor performance issues, labor availability constraints, regulatory or permitting delays, environmental matters, and other factors outside of our control. We intend to use a portion of the net proceeds from this offering to fund a portion of the construction costs of the Arkansas Bromine Project. We will need to seek additional financing to fund the remaining portion of the capital expenditures for the project. To the extent other sources, including cash generated from operations and amounts available under our credit facilities, are insufficient or unavailable, we may have to delay construction or modify the scope of the project. There can be no assurance that the Arkansas Bromine Project will be completed on the timeline currently anticipated, at the cost currently anticipated, or that it will achieve the projected installed capacity or operating results once completed. Any failure to complete the Arkansas Bromine Project as planned could have a material adverse effect on our business, financial condition, results of operations, prospects and the market price of our common stock.
There is no assurance that we will be able to extend or renew customer contracts after the end of the initial contractual term. Any such nonrenewal, or renewals at reduced rates or the loss of contracts with any significant customer, could adversely impact our financial results.
From time to time, we enter into long-term contracts with customers, which are subject to renegotiation in the normal course of business as they near the end of their initial terms. There is no assurance that any of our contracts with our customers will be extended or renewed by our customers or that any of our customers will continue to contract with the Company following the expiration of the relevant term. The inability to negotiate extensions or renew a substantial portion of our contracts, the renewal of such contracts at reduced rates, the inability to contract for additional services with our customers, or the loss of all or a significant portion of our services contracts with any significant customer, could lead to a reduction in revenue and net income and could require us to record additional asset impairments. This could have a material adverse effect upon our business, results of operations and financial condition.
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Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| EXHIBIT | DESCRIPTION | |
| 99.1 | Press Release, dated June 2, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TETRA Technologies, Inc. | ||||||
| Date: June 2, 2026 | ||||||
| By: | /s/ Brady M. Murphy | |||||
| Brady M. Murphy | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
TETRA Technologies, Inc. Announces Public Offering of Common Stock
SPRING, Texas, June 2, 2026, (PR Newswire) – TETRA Technologies, Inc. (“TETRA” or the “Company”) (NYSE: TTI) today announced the commencement of an underwritten public offering of $100 million of shares of its common stock, par value $0.01 per share (“Common Stock”), pursuant to an effective shelf registration statement on Form S-3 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”).
The Company intends to use the net proceeds it receives from the offering for general corporate purposes, including funding a portion of the construction costs of its Arkansas bromine project.
The Company expects to grant the underwriters a 30-day option to purchase up to an additional $15 million of shares of Common Stock solely to cover any over-allotments at the public offering price, less the underwriting discounts and commissions.
J.P. Morgan is serving as lead book-running manager for the offering. Jefferies is also serving as book-running manager. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The proposed offering will be made only by means of a prospectus and a prospectus supplement. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering and final prospectus supplement, when available, may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at [email protected], or by accessing the SEC’s website at www.sec.gov.
The offering is being conducted pursuant to the Registration Statement, previously filed with the SEC on May 12, 2025 and declared effective on May 22, 2025, and corresponding prospectus. A preliminary prospectus supplement thereto has been filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Common Stock or any other securities, nor shall there be any sale of such shares of Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Company Overview
TETRA Technologies, Inc. is an energy services and solutions company focused on developing environmentally conscious services and solutions. With operations on six continents, the Company’s portfolio consists of Energy Services, Industrial Chemicals, and Critical Minerals.
Investor Contact
For further information, please contact Matt Sanderson, Executive Vice President and Chief Financial Officer, at (281) 367-1983 or via email at [email protected] or Kurt Hallead, Treasurer and Vice President of Investor Relations at (281) 367-1983 or via email at [email protected].
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain statements that are deemed to be forward-looking statements. Generally, the use of words such as “may,” “see,” “expectation,” “expect,” “intend,” “estimate,” “projects,” “anticipate,” “believe,” “assume,” “could,” “should,” “plans,” “targets” or similar expressions that convey the uncertainty of future events, activities, expectations or outcomes identify forward-looking statements that the Company intends to be included within the safe harbor protections provided by the federal securities laws. These forward-looking statements include any statements regarding the proposed offering of Common Stock, including those regarding the use of proceeds of the offering. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to several risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performance or results and that actual results or developments may differ materially from those projected in the forward-looking statements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, those described in the section titled “Risk Factors” contained in the Company’s Annual Reports on Form 10-K, as well as other risks identified from time to time in its reports on Form 10-Q and Form 8-K filed with the SEC. Investors should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and the Company undertakes no obligation to update or revise any forward-looking statements, except as may be required by law.