Tetra Technologies Inc 10-Q for FY2026 Q3
Tetra Technologies Inc (TTI)
10-Q
2026-11-02
For: 2026-09-30
View Original
Added on
November 02, 2026
About this 10-Q
Tetra Technologies Inc filed this 10-Q on November 2, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
TETRA reported nine-month 2026 revenue of $509.9 million, up 5.3%, with net income up 30.2%; the Arkansas Bromine Project is expected to be operational by the end of 2027, with first production anticipated in early 2028. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $167.95M
- up 9.6% from $153.24M a year earlier
- Net income
- $6.85M
- up 65.0% from net income of $4.15M a year earlier
- Diluted EPS
- $0.05
- up 66.7% from $0.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2026
or
For the transition period from to .
Commission File Number 1-13455
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
(281 ) 367-1983
(Registrant’s Telephone Number, Including Area Code)
_______________________________________________________________________
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 30, 2026, there were [148,429,978 ] shares outstanding of the Company’s Common Stock, $0.01 par value per share.
| TETRA Technologies, Inc. and Subsidiaries | |||||
| Table of Contents | |||||
| Page | |||||
| PART I—FINANCIAL INFORMATION | |||||
| PART II—OTHER INFORMATION | |||||
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Operations
(In Thousands, Except Per Share Amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Product sales | $ | $ | $ | $ | |||||||||||||||||||
Services | |||||||||||||||||||||||
Total revenues | |||||||||||||||||||||||
Cost of revenues: | |||||||||||||||||||||||
| Cost of product sales | |||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||
| Depreciation, amortization and accretion | |||||||||||||||||||||||
| Impairments and other charges | |||||||||||||||||||||||
Total cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense (income), net | ( | ( | |||||||||||||||||||||
| Income before taxes | |||||||||||||||||||||||
| Income tax (benefit) expense | ( | ||||||||||||||||||||||
| Net income attributable to TETRA stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Basic net income per common share: | |||||||||||||||||||||||
| Net income attributable to TETRA stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average basic shares outstanding | |||||||||||||||||||||||
| Diluted net income per common share: | |||||||||||||||||||||||
| Net income attributable to TETRA stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average diluted shares outstanding | |||||||||||||||||||||||
See Notes to Consolidated Financial Statements
1
TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In Thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
Foreign currency translation adjustment, net of taxes of $ | ( | ( | |||||||||||||||||||||
Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary | |||||||||||||||||||||||
| Unrealized (loss) gain on investment | ( | ||||||||||||||||||||||
| Comprehensive income attributable to TETRA stockholders | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Consolidated Financial Statements
2
TETRA Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Restricted cash | |||||||||||
| Short-term investments | |||||||||||
Trade accounts receivable, net of allowances of $ | |||||||||||
Inventories | |||||||||||
Prepaid expenses and other current assets | |||||||||||
Total current assets | |||||||||||
Property, plant and equipment, net | |||||||||||
| Other assets: | |||||||||||
Deferred tax assets, net | |||||||||||
Operating lease right-of-use assets | |||||||||||
Patents, trademarks and other intangible assets, net of accumulated amortization of $ | |||||||||||
| Investments | |||||||||||
Other assets | |||||||||||
Total long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
See Notes to Consolidated Financial Statements
3
TETRA Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
Trade accounts payable | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
| Compensation and employee benefits | |||||||||||
| Operating lease liabilities, current portion | |||||||||||
| Accrued taxes | |||||||||||
Accrued liabilities and other | |||||||||||
| Current liabilities associated with discontinued operations | |||||||||||
Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Operating lease liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
| Deferred income taxes | |||||||||||
| Other liabilities | |||||||||||
Total long-term liabilities | |||||||||||
Commitments and contingencies (Note 6) | |||||||||||
| Equity: | |||||||||||
| TETRA stockholders’ equity: | |||||||||||
Common stock, par value $ | |||||||||||
Additional paid-in capital | |||||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Retained deficit | ( | ( | |||||||||
| Total TETRA stockholders’ equity | |||||||||||
Noncontrolling interests | ( | ( | |||||||||
Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Consolidated Financial Statements
4
TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Equity
(In Thousands)
(Unaudited)
| Common Stock Par Value | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Retained Deficit | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Currency Translation | Unrealized Gain (Loss) on Investment | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
Net income for first quarter 2026 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Translation adjustment, net of taxes of $ | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax benefit of $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
Net income for second quarter 2026 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Translation adjustment, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax benefit of $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Public offering, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
Net income for third quarter 2026 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Translation adjustment, net of taxes of $ | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax expense of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Public offering, net | — | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Vesting of restricted stock | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
5
| Common Stock Par Value | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Retained Deficit | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Currency Translation | Unrealized Gain (Loss) on Investment | ||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
Net income for first quarter 2025 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Translation adjustment, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
Net income for second quarter 2025 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Translation adjustment, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
Net income for third quarter 2025 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Translation adjustment, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of taxes of $45 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements
6
TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands, Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Reconciliation of net income to net cash provided by operating activities: | |||||||||||
Depreciation, amortization and accretion | |||||||||||
Impairments and other charges | |||||||||||
| Loss (gain) on investments | ( | ||||||||||
| Equity-based compensation expense | |||||||||||
| Provision for (recovery of) credit losses | ( | ||||||||||
| Amortization and expense of financing costs | |||||||||||
Gain on sale of assets | ( | ( | |||||||||
Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary | |||||||||||
| Deferred income tax (benefit) expense | ( | ||||||||||
| Other non-cash credits | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Trade accounts payable and accrued expenses | ( | ||||||||||
| Other | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
Purchases of property, plant and equipment, net | ( | ( | |||||||||
| Purchase of short-term investments | ( | ||||||||||
Proceeds from sale of investments | |||||||||||
Proceeds from sale of property, plant and equipment | |||||||||||
| Other investing activities | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Proceeds from credit agreements and long-term debt | |||||||||||
Public offering proceeds, net of offering costs of $ | |||||||||||
| Principal payments on credit agreements and long-term debt | ( | ( | |||||||||
| Payments on finance lease obligations | ( | ( | |||||||||
| Taxes paid upon vesting of equity-based compensation | ( | ( | |||||||||
| Proceeds/cash settlements from common stock and exercised stock options | |||||||||||
| Payments on seller financed purchases | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Increase in cash, cash equivalents and restricted cash | |||||||||||
Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets | |||||||||||
Cash and cash equivalents at end of period | $ | $ | |||||||||
Restricted cash at end of period | |||||||||||
Total cash, cash equivalents and restricted cash at end of period shown in the consolidated statements of cash flows | $ | $ | |||||||||
7
TETRA Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES
Organization
We are an energy services and solutions company with operations on six continents focused on developing environmentally conscious services and solutions. In addition to providing products and services to the oil and gas industry and calcium chloride for diverse applications, TETRA is expanding into the low-carbon energy market with chemistry expertise, key mineral acreage, and global infrastructure, helping to meet the demand for sustainable energy. 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 subsidiaries on a consolidated basis.
Our Completion Fluids & Products Segment manufactures and markets clear brine fluids, 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 also 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 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. We are also developing and pilot testing technologies to treat and desalinate produced water from oil wells for beneficial reuse, including surface discharge.
Presentation
Our unaudited consolidated financial statements include the accounts of our wholly owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The information furnished reflects all normal recurring adjustments, which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods. Operating results for the periods ended September 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. Securities and Exchange Commission (“SEC”) and do not include all information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2025 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2026 (the “2025 Annual Report”).
Significant Accounting Policies
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 third 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
8
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 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
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 (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 MOU 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.
Short-Term Investments
Short-term investments consist of U.S. Treasury bills with original maturities greater than three months, determined at the date of purchase. These securities are classified as available-for-sale and carried at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss). Discount is accreted to interest income using the effective interest method. No allowance for credit losses has been recorded, as the securities are obligations of the U.S. government for which the expectation of nonpayment is zero. U.S. Treasury bills with original maturities of three months or less are included in cash equivalents and are also classified as available-for-sale.
Capitalized Interest
We capitalize interest on significant expenditures for assets that require more than twelve months to prepare for their intended use. Capitalized interest is calculated based on our weighted average borrowing rate applied to accumulated expenditures on qualifying assets, including amortization of deferred financing costs and discounts. Interest capitalization ceases when the asset is substantially complete and ready for its intended use. 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 $2.5 million and $6.4 million for the three and nine months ended September 30, 2026, respectively, and $1.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively. The average effective interest rate used for capitalization during the nine months ended September 30, 2026 was 11.2 %.
Foreign Currency Translation
9
Fair Value Measurements
We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements are utilized on a recurring basis in the determination of the carrying values of certain investments. See Note 7 - “Fair Value Measurements” for further discussion. Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, including the impairment of long-lived assets (a Level 3 fair value measurement).
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. As of September 30, 2026 and December 31, 2025, we have accrued $7.4
Supplemental Cash Flow Information
Supplemental cash flow information is as follows:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
Interest paid(1) | $ | $ | |||||||||
| Income taxes paid, net of refunds | $ | $ | |||||||||
(1) Interest paid is net of $ | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Accrued capital expenditures | $ | $ | |||||||||
NOTE 2 – REVENUE
Revenue from Contracts with Customers
Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $26.6 million and $24.4 million as of September 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 $6.5 million and $5.9 million as of September 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 $4.7 million and $4.7 million of revenue during the three and nine months ended September 30, 2026, respectively, and $0.3 million and $0.2 million of revenue during the three and nine months ended September 30, 2025, respectively, deferred in unearned income as of the beginning of the period. During the nine months ended September 30, 2026 and September 30, 2025, contract costs were not significant.
10
We disaggregate revenue from contracts with customers into Completion Fluids & Products and Water & Flowback Services, 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Completion Fluids & Products | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| International | |||||||||||||||||||||||
| Water & Flowback Services | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
International | |||||||||||||||||||||||
| Total Revenue | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
International | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
NOTE 3 – INVENTORIES
Components of inventories as of September 30, 2026 and December 31, 2025 are as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| Parts and supplies | |||||||||||
| Work in progress | |||||||||||
Total inventories | $ | $ | |||||||||
11
NOTE 4 – INVESTMENTS
Equity and Other Investments
Our investments as of September 30, 2026 and December 31, 2025 consist of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Investment in Standard Lithium | $ | $ | |||||||||
Other investments | |||||||||||
| Total Investments | $ | $ | |||||||||
We 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.
Cash Equivalents and Short-Term Investments
At September 30, 2026, our available-for-sale debt securities consisted of U.S. Treasury bills with an amortized cost of $74.9 million and a fair value of $74.8 million. These securities were purchased with a portion of the net proceeds from our June 2026 common stock offering. Of the fair value, $33.1 million is included in cash and cash equivalents and $41.7 million in short-term investments. All of the securities mature within one year. Gross unrealized gains and losses were each less than $0.1 million, and each security in an unrealized loss position had been in that position for less than 12 months. The unrealized losses result from changes in interest rates, not credit quality. The securities are obligations of the U.S. government. We do not intend to sell them, and it is not more likely than not that we will be required to sell them before recovery of their amortized cost basis. Accordingly, no allowance for credit losses has been recorded. See Note 7 - “Fair Value Measurements.”
NOTE 5 – LONG-TERM DEBT AND OTHER BORROWINGS
Consolidated long-term debt as of September 30, 2026 and December 31, 2025 consists of the following:
| Scheduled Maturity | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
Term Credit Agreement(1) | December 31, 2030 | $ | $ | |||||||||||||||||
| Argentina Credit Facilities | Various dates in December 2026 | |||||||||||||||||||
| Total debt | ||||||||||||||||||||
| Less current portion | ( | ( | ||||||||||||||||||
| Total long-term debt | $ | $ | ||||||||||||||||||
(1) Net of unamortized discount of $3.5 million and $4.2 million as of September 30, 2026 and December 31, 2025, respectively, and net of unamortized deferred financing costs of $3.7 million and $4.5 million as of September 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 9.50 % as of September 30, 2026.
12
On October 2, 2026, subsequent to the end of the third quarter, we entered into an amendment to the Term Credit Agreement. The amendment, among other things, extended the maturity date from January 12, 2030 to December 31, 2030; reduced pricing from SOFR plus 5.75 % to SOFR plus 5.00 %; eliminated the $75.0 million undrawn delayed-draw term loan, the availability period for which had previously expired, reducing the facility to the $190.0 million funded term loan; deferred the commencement of scheduled quarterly principal payments to June 30, 2028, with payments of $1.2 million per quarter through March 31, 2029 and $2.4 million per quarter thereafter until maturity; increased the Leverage Ratio above which we are required to offer to prepay a percentage of Excess Cash Flow from 2 to 1 to 2.5 to 1; required TETRA Bromine Project LLC, our subsidiary, to become a guarantor under the Term Credit Agreement; and favorably modified certain covenant baskets. The amendment did not change the outstanding principal balance of the Term Credit Agreement.
As amended, the Term Credit Agreement matures on December 31, 2030 and requires us to make quarterly principal payments of $1.2 million commencing June 30, 2028 through March 31, 2029 and $2.4 million per quarter thereafter, subject to adjustments for prepayments, if any, with the remaining balance due at maturity. 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 2.5 to 1.
During 2026, the lender consented to waive the $1.2 million quarterly payments due on March 31, 2026, June 30, 2026, and September 30, 2026, which effectively deferred the payments to the maturity date of the Term Credit Agreement.
Because the amendment was executed prior to the issuance of these financial statements and eliminated the $8.3 million of principal payments that were scheduled within twelve months of September 30, 2026, we have classified the entire outstanding balance of the Term Credit Agreement as long-term debt in the accompanying consolidated balance sheet as of September 30, 2026. Scheduled maturities through maturity of the Term Credit Agreement, as amended, are as follows, not considering conditional prepayment offers required by our Term Credit Agreement:
| September 30, 2026 | ||||||||
| (in thousands) | ||||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Total maturities | $ | |||||||
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) to be no 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.
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.
13
ABL Credit Agreement
As of September 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 September 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 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 $77.3 million under this agreement as of September 30, 2026.
Borrowings under the ABL Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) SOFR 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 our lender (b) the Federal Funds Effective Rate (as defined in the ABL Credit Agreement) plus 0.5 % per annum and (c) SOFR (adjusted to reflect any required bank reserves) for a one-month period on such day plus 1.0 % per annum, provided that the base rate shall not be less than 1.0 %. Borrowings have an applicable margin ranging from 2.00 % to 2.50 % per annum for SOFR-based loans and 1.00 % to 1.50 % per annum for base-rate loans, based upon the applicable fixed charge coverage ratio. In addition to paying interest on the outstanding principal under the ABL Credit Agreement, TETRA is required to pay a commitment fee in respect of the unutilized commitments at an applicable rate of 0.375 % per annum. TETRA is also required to pay a customary letter of credit fee equal to the applicable margin on loans and fronting fees.
All obligations under the ABL Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest for the benefit of the ABL Lenders on substantially all of the personal property of TETRA and certain subsidiaries of TETRA, the equity interests in certain domestic subsidiaries, and a maximum of 65 % of the equity interests in certain foreign subsidiaries.
Swedish Credit Facility
The Company has a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”). As of September 30, 2026, we had no balance outstanding and availability of approximately $5.0 million under the Swedish Credit Facility. During each year, all outstanding loans under the Swedish Credit Facility must be repaid for at least 30 consecutive days. Borrowings bear interest at a rate of 2.95 % per annum. The Swedish Credit Facility expires on December 31, 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 are collateralized by a $3.0 million standby letter of credit issued under our ABL Credit Agreement. As of September 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 September 30, 2026, there were $1.5 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.
14
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 September 30, 2026, we are in compliance with all required covenants under the credit agreements.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Litigation
We are named defendants in several lawsuits and respondents in certain governmental proceedings arising in the ordinary course of business. While the outcome of lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or other proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse impact on our financial condition, results of operations, or liquidity.
There have been no material developments in our legal proceedings during the quarter ended September 30, 2026. For additional discussion of our legal proceedings, please see our 2025 Annual Report.
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 September 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 $46.7 million, including $8.0 million for the remainder of 2026, $29.1 million in 2027, and $9.6 million in 2028.
Arkansas Bromine Project
As of September 30, 2026, we had outstanding purchase and work order commitments of approximately $67.8 million related to construction of our Arkansas bromine production facility (the “Arkansas Bromine Project”). As of September 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
Financial Instruments
Equity and Other Investments
We retained an interest in our former subsidiary, CSI Compressco LP (“CSI Compressco”), which was acquired by Kodiak Gas Services, Inc. (“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.
Our investment in Standard Lithium is recorded in investments on our condensed consolidated balance sheets based on the quoted market stock price (Level 1 fair value measurements). The stock component of consideration received from Standard Lithium is initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term. Changes in the value of stock are recorded in other (income) expense, net in our consolidated statements of operations.
15
We also hold investments in convertible notes, common units, and preferred units issued by two privately-held companies. The convertible note includes an option to convert the note into equity interests. Our investment in certain preferred units as of September 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). The valuations are impacted by key assumptions, including the assumed probability and timing of potential debt or equity offerings. The change in the fair value of the embedded option, as well as the preferred units and common units, are included in other (income) expense, net in our consolidated statements of operations. The change in the fair value of the convertible note, excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income.
The change in our investments for the three and nine months ended September 30, 2026 and September 30, 2025 is as follows:
| Three Months Ended September 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 | $ | $ | $ | |||||||||||||||||||||||
Unrealized loss on equity securities | ( | ( | ( | |||||||||||||||||||||||
Unrealized gain on embedded option | ||||||||||||||||||||||||||
Unrealized gain on convertible note, excluding embedded option | ||||||||||||||||||||||||||
Investment balance at end of period | $ | $ | $ | |||||||||||||||||||||||
| Three Months Ended September 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 | $ | $ | $ | |||||||||||||||||||||||
Unrealized gain (loss) on equity securities | ( | |||||||||||||||||||||||||
| Unrealized loss on embedded option | ( | ( | ||||||||||||||||||||||||
| Unrealized gain on convertible note, excluding embedded option | ||||||||||||||||||||||||||
| Investment balance at end of period | $ | $ | $ | |||||||||||||||||||||||
16
| Nine Months Ended September 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 | $ | $ | $ | |||||||||||||||||||||||
| Unrealized (loss) gain on equity securities | ( | ( | ||||||||||||||||||||||||
| Unrealized gain on embedded option | ||||||||||||||||||||||||||
| Unrealized loss on convertible note, excluding embedded option | ( | ( | ||||||||||||||||||||||||
| Investment balance at end of period | $ | $ | $ | |||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Fair Value Measurements Using | ||||||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets or Liabilities | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Investment balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Sale of investments | ( | ( | ||||||||||||||||||||||||
| Reclassification between Level 2 and Level 3 fair value | ( | |||||||||||||||||||||||||
Unrealized gain (loss) on equity securities | ( | |||||||||||||||||||||||||
Unrealized loss on embedded option | ( | ( | ||||||||||||||||||||||||
Unrealized gain on convertible note, excluding embedded option | ||||||||||||||||||||||||||
| Investment balance at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
Recurring fair value measurements by valuation hierarchy as of September 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 | September 30, 2026 | (Level 1) | (Level 3) | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Investment in Standard Lithium | $ | $ | $ | |||||||||||||||||||||||
Other investments | ||||||||||||||||||||||||||
Total investments | $ | |||||||||||||||||||||||||
17
| 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) | ||||||||||||||||||||||||||
| Investment in Standard Lithium | $ | $ | $ | |||||||||||||||||||||||
Other investments | ||||||||||||||||||||||||||
Total investments | $ | |||||||||||||||||||||||||
Cash Equivalents and Short-Term Investments
At September 30, 2026, our money market fund and U.S. Treasury bills were measured at fair value on a recurring basis using quoted prices in active markets (Level 1 fair value measurement).
| Fair Value Measurements Using | ||||||||||||||
| Total as of | Quoted Prices in Active Markets for Identical Assets or Liabilities | |||||||||||||
| Description | September 30, 2026 | (Level 1) | ||||||||||||
| (in thousands) | ||||||||||||||
| Money market fund (cash equivalent) | $ | $ | ||||||||||||
| U.S. Treasury bills (cash equivalents and short-term investments) | ||||||||||||||
| Total | $ | |||||||||||||
We had no cash equivalents or short-term investments at December 31, 2025.
Other
The fair values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, short-term borrowings and long-term debt approximate their carrying amounts. See Note 5 - “Long-Term Debt and Other Borrowings” for further discussion.
NOTE 8 – 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
The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income per common and common equivalent share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Number of weighted average common shares outstanding | |||||||||||||||||||||||
| Assumed vesting of equity awards | |||||||||||||||||||||||
Average diluted shares outstanding | |||||||||||||||||||||||
18
NOTE 10 – INDUSTRY SEGMENTS
We manage our operations through two segments: Completion Fluids & Products Segment and Water & Flowback Services Segment. Summarized financial information concerning the business segments is as follows:
Three Months Ended | |||||||||||||||||
| September 30, 2026 | |||||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Total | |||||||||||||||
(in thousands) | |||||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
Cost of product sales and services | |||||||||||||||||
Depreciation, amortization and accretion | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
Operating income | |||||||||||||||||
Interest (income) expense, net | ( | ( | |||||||||||||||
Other expense (income), net | ( | ||||||||||||||||
Income before taxes | $ | $ | $ | ||||||||||||||
| Unallocated corporate expenses | $ | ||||||||||||||||
| Corporate depreciation, amortization and accretion | |||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Other expense, net | |||||||||||||||||
Consolidated income before taxes | $ | ||||||||||||||||
Capital expenditures(1) | $ | $ | $ | ||||||||||||||
(1) Total consolidated capital expenditures include corporate capital spend of $ | |||||||||||||||||
Nine Months Ended | |||||||||||||||||
| September 30, 2026 | |||||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Total | |||||||||||||||
(in thousands) | |||||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Cost of product sales and services | |||||||||||||||||
| Depreciation, amortization and accretion | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
Operating income | |||||||||||||||||
| Interest (income) expense, net | ( | ( | |||||||||||||||
Other expense (income), net | ( | ( | ( | ||||||||||||||
Income before taxes | $ | $ | $ | ||||||||||||||
| Unallocated corporate expenses | $ | ||||||||||||||||
Corporate depreciation, amortization and accretion | |||||||||||||||||
Interest expense, net | |||||||||||||||||
Other expense, net | |||||||||||||||||
Consolidated income before taxes | $ | ||||||||||||||||
Capital expenditures(1) | $ | $ | $ | ||||||||||||||
(1) Total consolidated capital expenditures include corporate capital spend of $ | |||||||||||||||||
| September 30, 2026 | |||||||||||||||||
Total assets(2) | $ | $ | $ | ||||||||||||||
(2) Total consolidated assets include corporate assets of $ | |||||||||||||||||
19
Three Months Ended | |||||||||||||||||
| September 30, 2025 | |||||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Total | |||||||||||||||
(in thousands) | |||||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
Cost of product sales and services | |||||||||||||||||
Depreciation, amortization and accretion | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
Operating income | |||||||||||||||||
Interest (income) expense, net | ( | ( | |||||||||||||||
Other (income) expense, net | ( | ( | |||||||||||||||
Income before taxes | $ | $ | $ | ||||||||||||||
| Unallocated corporate expenses | $ | ||||||||||||||||
Corporate depreciation, amortization and accretion | |||||||||||||||||
Interest expense, net | |||||||||||||||||
Other expense, net | |||||||||||||||||
Consolidated income before taxes | $ | ||||||||||||||||
Capital expenditures(1) | $ | $ | $ | ||||||||||||||
(1) Total consolidated capital expenditures include corporate capital spend of zero for the three months ended September 30, 2025. | |||||||||||||||||
| Nine Months Ended | |||||||||||||||||
| September 30, 2025 | |||||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Total | |||||||||||||||
(in thousands) | |||||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||
| Cost of product sales and services | |||||||||||||||||
| Depreciation, amortization and accretion | |||||||||||||||||
| Impairments and other charges | |||||||||||||||||
| General and administrative expense | |||||||||||||||||
Operating income (loss) | ( | ||||||||||||||||
| Interest (income) expense, net | ( | ( | |||||||||||||||
| Other (income) expense, net | ( | ||||||||||||||||
Income (loss) before taxes | $ | $ | ( | $ | |||||||||||||
| Unallocated corporate expenses | $ | ||||||||||||||||
Corporate depreciation, amortization and accretion | |||||||||||||||||
Interest expense, net | |||||||||||||||||
Other income, net | ( | ||||||||||||||||
Consolidated income before taxes | $ | ||||||||||||||||
Capital expenditures(1) | $ | $ | $ | ||||||||||||||
(1) Total consolidated capital expenditures include corporate capital spend of $ | |||||||||||||||||
| December 31, 2025 | |||||||||||||||||
Total assets(2) | $ | $ | $ | ||||||||||||||
(2) Total consolidated assets include corporate assets of $ | |||||||||||||||||
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.
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NOTE 11 – INCOME TAXES
Our effective tax rates were negative 6.5 % and 25.0 % for the three and nine months ended September 30, 2026, respectively, compared with the 21% U.S. federal statutory rate. The negative rate for the quarter reflects discrete benefits of $1.2 million from a reduction in our federal valuation allowance and $1.3 million from a revised estimate of the impact of our 2025 election to treat our Brazilian subsidiary as a corporation for U.S. tax purposes. Both periods are also affected by state income taxes, non-deductible items and foreign operations taxed at higher rates.
NOTE 12 – SUBSEQUENT EVENTS
On October 2, 2026, we entered into an amendment to our Term Credit Agreement that, among other things, extended the maturity date to December 31, 2030, reduced the interest rate margin by 0.75 %, and eliminated scheduled principal payments until June 30, 2028. For additional information on our credit agreements, see Note 5 - “Long-Term Debt and Other Borrowings” in the Notes to Consolidated Financial Statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and accompanying notes included in this Quarterly Report. In addition, the following discussion and analysis should also be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2026 (“2025 Annual Report”). This discussion includes forward-looking statements that involve certain risks and uncertainties.
Business Overview
We are an energy services and solutions company with operations on six continents focused on developing environmentally conscious services and solutions. Calcium chloride is used in the oil and gas industry, and also has broad industrial applications to the agricultural, road, food and beverage, and lithium production markets. In addition to providing products and services to the oil and gas industry and calcium chloride for diverse applications, TETRA is expanding into the low-carbon energy market with chemistry expertise, key mineral acreage, and global infrastructure, helping to meet the demand for sustainable energy. We are also developing and pilot testing technologies to treat and desalinate produced water from oil wells for beneficial reuse, including surface discharge. We are currently composed of two segments – Completion Fluids & Products and Water & Flowback Services.
Consolidated revenue for the first nine months of 2026 of $509.9 million increased 5.3% compared to the prior year, led by strong results from our Water & Flowback Services Segment. Consolidated revenue for the third quarter of 2026 decreased 9.5% sequentially quarter over quarter from lower sales volumes from our Completion Fluids & Products Segment.
Completion Fluids & Products Segment revenues for the third quarter of 2026 decreased 18.8% compared to the second quarter of 2026 following traditionally strong seasonal European industrial chemicals volumes in the second quarter. Completion Fluids & Products Segment revenues increased slightly compared to the first nine months of 2025.
Water & Flowback Services revenues for the third quarter of 2026 increased slightly compared to the second quarter of 2026, driven by additional early production facilities operating during the third quarter of 2026 in Latin America and higher flowback activity as utilization of TETRA Sandstorm and Auto-Drillout technologies continued to improve across the United States. We continue to take proactive actions to reduce costs, optimize the size of our support structure, and close underperforming service lines within Water & Flowback Services.
Although we did experience some cost pressure around shipping costs in the area, the Middle East conflict did not materially affect our second or third quarter 2026 results, as historically less than 5% of our revenue is exposed to this region. Our chemical manufacturing plants are located in the United States and Europe and our elemental bromine for our chemical manufacturing in the United States is sourced locally. Over the longer term, the impact of developments in the Persian Gulf and the broader Middle East may impact the global oil and gas markets and our business and financial results. Generally, we believe the conflict may provide tailwinds to an already robust offshore and deepwater outlook and boost unconventional investment activity in the United States and Latin America.
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Results of Operations
The following information should be read in conjunction with the Consolidated Financial Statements and the associated Notes contained elsewhere in this report. The analysis herein reflects the optional approach to discuss results of operations on a sequential-quarter basis, which we believe provides information that is most useful in assessing our quarterly results of operations.
Three months ended September 30, 2026 compared with three months ended June 30, 2026.
Consolidated Comparisons
| Three Months Ended | Period to Period Change | ||||||||||||||||||||||
| September 30, | June 30, | $ Change | % Change | ||||||||||||||||||||
| 2026 | 2026 | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 167,951 | $ | 185,657 | $ | (17,706) | (9.5) | % | |||||||||||||||
| Cost of product sales and services | 123,039 | 130,343 | (7,304) | (5.6) | % | ||||||||||||||||||
| Depreciation, amortization and accretion | 9,815 | 9,600 | 215 | 2.2 | % | ||||||||||||||||||
| Gross profit | 35,097 | 45,714 | (10,617) | (23.2) | % | ||||||||||||||||||
| General and administrative expense | 25,368 | 25,584 | (216) | (0.8) | % | ||||||||||||||||||
| Operating income | 9,729 | 20,130 | (10,401) | (51.7) | % | ||||||||||||||||||
Interest expense, net | 2,361 | 3,267 | (906) | (27.7) | % | ||||||||||||||||||
| Other expense, net | 939 | 1,009 | (70) | (6.9) | % | ||||||||||||||||||
| Income before taxes | 6,429 | 15,854 | (9,425) | (59.4) | % | ||||||||||||||||||
| Income tax expense (benefit) | (419) | 5,617 | (6,036) | (107.5) | % | ||||||||||||||||||
| Net income attributable to TETRA stockholders | $ | 6,848 | $ | 10,237 | $ | (3,389) | (33.1) | % | |||||||||||||||
Consolidated revenues decreased sequentially as a result of decreased activity for the Completion Fluids & Products Segment primarily due to lower sales volumes following the strong Northern European industrial chemicals seasonal impact in the second quarter. See Segment Comparisons section below for a more detailed discussion of the change in our revenues.
Consolidated gross profit decreased primarily due to lower activity levels from the Completion Fluids & Products segment. See Segment Comparisons section below for additional discussion.
Consolidated other expense, net, decreased compared to the prior quarter primarily due to a $0.8 million increase in foreign exchange gains, primarily in Brazil and Argentina, partially offset by a $0.6 million net increase in unrealized losses from the change in fair value of our investments.
Consolidated income tax expense decreased $6.0 million for the three months ended September 30, 2026, compared with the prior quarter, driven by both lower earnings and a lower effective tax rate. The Company's effective tax rate decreased to negative 6.5% from 35.4% in the prior quarter, primarily due to lower earnings, a $1.2 million decrease in the federal valuation allowance, and a $1.3 million decrease in the estimated impact of our 2025 election to change the U.S. tax classification of our Brazilian subsidiary from a partnership to a corporation.
Segment Comparisons
Completion Fluids & Products Segment
| Three Months Ended | Period to Period Change | ||||||||||||||||||||||
| September 30, | June 30, | $ Change | % Change | ||||||||||||||||||||
| 2026 | 2026 | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 91,873 | $ | 113,110 | $ | (21,237) | (18.8) | % | |||||||||||||||
| Gross profit | $ | 24,702 | $ | 35,267 | $ | (10,565) | (30.0) | % | |||||||||||||||
| Operating income | $ | 17,705 | $ | 27,553 | $ | (9,848) | (35.7) | % | |||||||||||||||
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Revenues for our Completion Fluids & Products Segment decreased sequentially primarily due to lower sales volumes following the seasonally strong calcium chloride business in Northern Europe in the second quarter.
Gross profit and operating income for our Completion Fluids & Products Segment decreased compared to the prior quarter driven by the decrease in revenues mentioned above. Our profitability in future periods will continue to be affected by the mix of our products and services, market demand for our products and services, and drilling and completions activity.
Water & Flowback Services Segment
| Three Months Ended | Period to Period Change | ||||||||||||||||||||||
| September 30, | June 30, | $ Change | % Change | ||||||||||||||||||||
| 2026 | 2026 | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 76,078 | $ | 72,547 | $ | 3,531 | 4.9 | % | |||||||||||||||
| Gross profit | $ | 10,471 | $ | 10,523 | $ | (52) | (0.5) | % | |||||||||||||||
Operating income | $ | 4,067 | $ | 4,018 | $ | 49 | 1.2 | % | |||||||||||||||
Revenues for our Water & Flowback Services Segment increased compared to the prior quarter driven by new early production facilities in Latin America and increased flowback activity from improved utilization of our patented TETRA Sandstorm and Auto-Drillout technologies in key markets in the United States and Latin America.
Gross profit and operating income for our Water & Flowback Services Segment remained comparable to the prior quarter as our cost control actions and continued market penetration of higher-margin automation technologies contributed to stable margins.
Corporate Overhead
| Three Months Ended | Period to Period Change | ||||||||||||||||||||||
| September 30, | June 30, | $ Change | % Change | ||||||||||||||||||||
| 2026 | 2026 | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Depreciation and amortization | $ | 76 | $ | 76 | $ | — | — | % | |||||||||||||||
| General and administrative expense | 11,967 | 11,365 | 602 | 5.3 | % | ||||||||||||||||||
Interest expense, net | 2,683 | 3,123 | (440) | (14.1) | % | ||||||||||||||||||
| Other (income) expense, net | 80 | (27) | 107 | 396.3 | % | ||||||||||||||||||
Loss before taxes | $ | (14,806) | $ | (14,537) | $ | (269) | (1.9) | % | |||||||||||||||
Corporate overhead loss before taxes increased slightly compared to the prior quarter primarily due to a $0.6 million increase in general and administrative expenses resulting from higher professional services expense of $1.1 million, partially offset by lower incentive compensation expense of $0.5 million.
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Nine months ended September 30, 2026 compared with nine months ended September 30, 2025.
Consolidated Comparisons
| Nine Months Ended | |||||||||||||||||||||||
| September 30, | Period to Period Change | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 509,861 | $ | 484,251 | $ | 25,610 | 5.3 | % | |||||||||||||||
| Cost of product sales and services | 362,234 | 328,289 | 33,945 | 10.3 | % | ||||||||||||||||||
| Depreciation, amortization and accretion | 28,591 | 27,831 | 760 | 2.7 | % | ||||||||||||||||||
| Impairments and other charges | — | 611 | (611) | (100.0) | % | ||||||||||||||||||
| Gross profit | 119,036 | 127,520 | (8,484) | (6.7) | % | ||||||||||||||||||
| General and administrative expense | 76,361 | 74,633 | 1,728 | 2.3 | % | ||||||||||||||||||
| Operating income | 42,675 | 52,887 | (10,212) | (19.3) | % | ||||||||||||||||||
Interest expense, net | 8,865 | 13,366 | (4,501) | (33.7) | % | ||||||||||||||||||
| Other expense, net | (63) | 6,894 | (6,957) | (100.9) | % | ||||||||||||||||||
Income before taxes | 33,873 | 32,627 | 1,246 | 3.8 | % | ||||||||||||||||||
| Income tax expense | 8,469 | 13,122 | (4,653) | (35.5) | % | ||||||||||||||||||
Net income attributable to TETRA stockholders | $ | 25,404 | $ | 19,505 | $ | 5,899 | 30.2 | % | |||||||||||||||
Consolidated revenues increased compared to the prior year primarily due to an increase in revenues from our Water & Flowback Services Segment. See Segment Comparisons section below for a more detailed discussion of the change in our revenues.
Consolidated gross profit decreased compared to the prior year primarily due to the increase in cost of product sales from our Completion Fluids & Products Segment. See Segment Comparisons section below for a more detailed discussion of the change in our revenues.
Consolidated general and administrative expenses increased $1.7 million compared to the prior year due to higher compensation expenses, including incentive compensation.
Interest expense, net decreased $4.5 million primarily due to an increase in the interest expense capitalized for our Arkansas development as well as lower interest rates on our Term Credit Agreement.
Consolidated other expense, net, decreased compared to the prior year primarily due to an $8.8 million increase in foreign exchange gain, partially offset by a $1.3 million unfavorable change in net gains (losses) on our investments.
Consolidated income tax expense decreased $4.7 million for the nine months ended September 30, 2026, compared with the same period in 2025, as a lower effective tax rate of 25.0%, compared with 40.2% in the prior-year period, more than offset the impact of higher earnings. The lower rate was driven primarily by a $1.2 million decrease in the federal valuation allowance and a $1.3 million decrease in the estimated impact of our election to change the U.S. tax classification of our Brazilian subsidiary and the absence of a prior-year item related to the dissolution of our Canadian subsidiary, partially offset by a $1.2 million tax benefit recorded in 2025 from a correction to the 2024 tax provision.
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Segment Comparisons
Completion Fluids & Products Segment
| Nine Months Ended | |||||||||||||||||||||||
| September 30, | Period to Period Change | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 296,704 | $ | 292,726 | $ | 3,978 | 1.4 | % | |||||||||||||||
| Gross profit | $ | 90,569 | $ | 111,592 | $ | (21,023) | (18.8) | % | |||||||||||||||
| Operating income | $ | 67,648 | $ | 91,016 | $ | (23,368) | (25.7) | % | |||||||||||||||
Revenues for our Completion Fluids & Products Segment increased slightly compared to the prior year primarily due to the continued strength of industrial chemical sales activity.
Gross profit and operating income for our Completion Fluids & Products Segment decreased compared to the prior year due to decreased operating margins from the effect of changes in product mix, including the TETRA Neptune fluid sales in the prior year. Our profitability in future periods will continue to be affected by the timing of and the mix of our products and services, market demand for our products and services, and overall drilling and completions activity. Operating income for our Completion Fluids & Products Segment was impacted by lower gross profit and a $2.3 million increase in general and administrative expense driven by higher compensation expense.
Water & Flowback Services Segment
| Nine Months Ended | |||||||||||||||||||||||
| September 30, | Period to Period Change | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 213,157 | $ | 191,525 | $ | 21,632 | 11.3 | % | |||||||||||||||
| Gross profit | $ | 28,698 | $ | 16,208 | $ | 12,490 | 77.1 | % | |||||||||||||||
Operating income | $ | 9,643 | $ | (83) | $ | 9,726 | NM(1) | ||||||||||||||||
(1) Percent change is not meaningful
Revenues for our Water & Flowback Services Segment increased compared to the prior year primarily from new early production facilities in Latin America.
Gross profit and operating income for our Water & Flowback Services Segment increased driven by the new early production facilities in Latin America as well as our continued focus on automation and cost-control initiatives, which mitigated the impact of a tepid North America environment.
Corporate Overhead
| Nine Months Ended | |||||||||||||||||||||||
| September 30, | Period to Period Change | ||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Depreciation and amortization | $ | 231 | $ | 280 | $ | (49) | (17.5) | % | |||||||||||||||
| General and administrative expense | 34,385 | 37,766 | (3,381) | (9.0) | % | ||||||||||||||||||
Interest expense, net | 9,111 | 13,913 | (4,802) | (34.5) | % | ||||||||||||||||||
| Other expense (income), net | 385 | (569) | 954 | 167.7 | % | ||||||||||||||||||
Loss before taxes | $ | (44,112) | $ | (51,390) | $ | 7,278 | (14.2) | % | |||||||||||||||
Corporate overhead loss before taxes decreased primarily due to a $4.8 million decrease in interest expense, net due to an increase in the interest expense capitalized for our Arkansas development and a $3.4 million decrease in allocated corporate costs as well as lower interest rates on our Term Credit Agreement.
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Liquidity and Capital Resources
We believe that our capital resources allow us to meet our financial obligations on both a short-term and long-term basis. Our liquidity at the end of the third quarter was $208.3 million. Liquidity is defined as unrestricted cash plus short-term investments plus availability under our credit agreements. Information about the terms and covenants of our debt agreements can be found in Note 5 - “Long-Term Debt and Other Borrowings”.
Our consolidated sources and uses of cash for the periods presented below are as follows:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
| Operating activities | $ | 31,290 | $ | 68,634 | |||||||
| Investing activities | $ | (118,987) | $ | (34,022) | |||||||
| Financing activities | $ | 99,552 | $ | (6,551) | |||||||
Operating Activities
Consolidated cash flows provided by operating activities decreased compared to the first nine months of 2025 primarily due to higher working capital and lower operating income in 2026.
Investing Activities
During the third quarter, we invested a portion of the net proceeds of our June 2026 common stock offering in U.S. Treasury bills and a U.S. Treasury money market fund to fund construction of the Arkansas Bromine Project. $41.7 million of these proceeds were invested in Treasury bills with original maturities greater than three months.
Total cash capital expenditures during the first nine months of 2026 were $77.6 million, which reflects increased expenditures for advancement of our Arkansas brine resource development and additions to accommodate strategic opportunities in certain regions. Our Completion Fluids & Products Segment spent $54.3 million on capital expenditures, including $39.1 million for our Arkansas brine resource development, net of reimbursement from our Evergreen Unit participating interest owner and including major infrastructure and equipment supporting the bromine processing plant, and $6.4 million of capitalized interest for the Arkansas project. We also made additional investments to support strategic opportunities primarily in the United States. Our Water & Flowback Services Segment spent $23.1 million on capital expenditures for additional early production facilities in Latin America and to maintain, automate and upgrade our water management and flowback equipment fleet.
We have rights to the brine underlying our approximately 40,000 gross acres of brine leases in the Smackover Formation in Southwest Arkansas, including rights to the bromine, lithium and other minerals contained in the brine. Additional information on these resources is described in Part I, “Item 2. Properties” in our 2025 Annual Report. The extraction of bromine, lithium, magnesium and other minerals from these brine leases will likely require a significant amount of time and capital. In May 2026, our Board of Directors approved the final investment decision for the development of our Arkansas bromine production facility (the “Arkansas Bromine Project”). Phase 1 of the Arkansas Bromine Project, which included site preparation, power infrastructure, and installation of the bromine tower, was completed in December 2025. Phase 2, which encompasses the major infrastructure and equipment supporting the plant, is currently underway with mechanical completion targeted by the end of 2026. The entire facility is expected to be operational by the end of 2027, with first production anticipated in early 2028. Remaining capital expenditures will be funded over the next two years from a combination of cash from operations, credit facility borrowings, proceeds from our June 2026 Offering discussed below, and other financing sources. If the development of our brine resources is materially accelerated or delayed or if other participating interest owners do not fund their share of development costs, the amount of planned capital expenditures for the Arkansas Bromine Project, including the associated upstream development, may be adjusted.
Historically, a significant majority of our planned capital expenditures have been related to identified opportunities to grow and expand our existing businesses. We are also focused on enhancing shareholder value by capitalizing on our key mineral assets, brine mineral extraction expertise, and deep chemistry competency to expand our offerings into the low carbon energy markets. However, we continue to review all capital expenditure plans carefully in an effort to conserve cash. If the forecasted demand for our products and services increases or decreases, the amount of planned expenditures on growth and expansion may be adjusted.
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Investing activities during the first nine months of 2025 also included $19.0 million of proceeds from the sale of our Kodiak stock, net of broker commissions and fees.
Financing Activities
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 (including 1,621,621 shares sold pursuant to the underwriters’ exercise in full of their over-allotment option). We intend to use the net proceeds from the offering for general corporate purposes, including funding a portion of the construction costs of our Arkansas Bromine Project. Our financing activities for the first nine months of 2026 also include $7.4 million of taxes paid upon vesting of restricted stock units, and $3.5 million of finance lease payments associated with equipment leased primarily for the early production facilities in Argentina and equipment leases in the United States. We may supplement our existing cash balances and cash flow from operating activities with short-term borrowings, long-term borrowings, issuances of equity and debt securities, and other sources of capital. We are managing our working capital and capital expenditure needs in order to maximize our liquidity in the current environment and fund our key growth initiatives.
For additional information on our credit agreements, see Note 5 - “Long-Term Debt and Other Borrowings” in the Notes to Consolidated Financial Statements.
Other Sources and Uses of Cash
In May 2025, we filed a universal shelf Registration Statement on Form S-3 with the SEC, which was declared effective by the SEC. Pursuant to this registration statement, we have the ability to sell debt or equity securities in one or more public offerings up to an aggregate public offering price of $400 million. In June 2026, we issued 12,432,432 shares of our common stock under this registration statement for an aggregate public offering price of $115.0 million. As a result, as of September 30, 2026, we had the ability to sell up to an additional $285.0 million of securities under this registration statement. This shelf registration statement currently provides us additional flexibility with regards to potential financing that we may undertake when market conditions permit or our financial condition may require.
At September 30, 2026, we had cash and cash equivalents of $84.3 million and short-term investments of $41.7 million. During the third quarter, we invested a portion of the net proceeds of our June 2026 common stock offering in U.S. Treasury bills and a U.S. Treasury money market fund to fund construction of the Arkansas Bromine Project. The decrease in cash and cash equivalents during the quarter reflects, in part, $41.7 million of these proceeds invested in Treasury bills with original maturities greater than three months, which are presented as short-term investments. The Treasury bills mature in monthly amounts through February 2027, as project spending requires.
In addition to the aforementioned credit facilities and Term Credit Agreement, we fund our short-term liquidity requirements from cash generated by our operations and from short-term vendor financing. In addition, as of September 30, 2026, the market value of our equity holdings of Standard Lithium was $1.5 million with no holding restrictions on our ability to monetize our investments. Should additional capital be required, instability or volatility in the capital markets may increase our cost of capital or limit our ability to raise capital through the issuance of additional debt or equity securities for an indeterminate period. If it is necessary to issue additional equity to fund our capital needs, additional dilution of our common stockholders will occur. We periodically evaluate engaging in strategic transactions and may consider divesting non-core assets where our evaluation suggests such transaction is in the best interest of our business. In challenging economic environments, we may experience increased delays and failures by customers to pay our invoices. We could experience delayed customer payments and payment defaults associated with customer liquidity issues and bankruptcies. If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have an adverse effect on our liquidity. An increase of unpaid receivables would also negatively affect our borrowing availability under the ABL Credit Agreement and Swedish Credit Facility.
As of September 30, 2026, we had no “off balance sheet arrangements” that may have a current or future material effect on our consolidated financial condition or results of operations.
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Critical Accounting Policies and Estimates
There have been no material changes or developments in the evaluation of the accounting estimates and
the underlying assumptions or methodologies pertaining to our Critical Accounting Policies and Estimates disclosed
in our 2025 Annual Report. In preparing our consolidated financial statements, we make assumptions, estimates, and judgments that affect the amounts reported. These judgments and estimates may change as new events occur, as new information is acquired, and as changes in our operating environments are encountered. Actual results are likely to differ from our current estimates, and those differences may be material.
Commitments and Contingencies
Litigation
For discussion of our legal proceedings, please see our 2025 Annual Report and Note 6 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.
Long-Term Debt
For information on our credit agreements, see Note 5 - “Long-Term Debt and Other Borrowings” in the Notes to Consolidated Financial Statements.
Leases
We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations and machinery and equipment, as well as a sales-type lease and subleases for certain facilities. We have finance leases for certain facility storage tanks and equipment rentals. Information about the terms of our lease agreements can be found in our 2025 Annual Report.
Product Purchase Obligations
For information on product and asset purchase obligations, see Note 6 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.
Cautionary Statement for Purposes of Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this Quarterly Report are identifiable by the use of the following words, the negative of such words, and other similar words: “anticipates”, “assumes”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “goal”, “intends”, “may”, “might”, “plans”, “predicts”, “projects”, “schedules”, “seeks”, “should”, “targets”, “will”, and “would”.
These forward-looking statements reflect our current views with respect to future events and financial performance and are based on assumptions that we believe to be reasonable, but such forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to: economic and operating conditions that are outside of our control, including the trading price of our common stock, and the supply, demand, and prices of oil and natural gas; the availability of adequate sources of capital to us; the effect of inflation on the cost of goods and services; the activity levels of our customers; our operational performance; actions taken by our customers, suppliers, competitors and third-party operators; the availability of raw materials and labor at reasonable prices; risks related to acquisitions and our growth strategy, including our emerging growth initiatives; restrictions under our debt agreements and the consequences of any failure to comply with debt covenants; the effect and results of litigation, commercial disputes, regulatory matters, settlements, audits, assessments, and contingencies; potential regulatory initiatives to restrict hydraulic fracturing activities on federal lands as well as other actions to more stringently regulate certain aspects of oil and gas development such as air emissions and water discharges; risks related to our foreign operations; risks related to our non-controlling equity investments; information and operational technology risks, including the risk of cyberattack; our health, safety and environmental performance; the effects of consolidation on our customers and competitors; global or national health concerns, including the outbreak of pandemics or epidemics; acts of terrorism, war or political or civil unrest in the United States or elsewhere, including the current conflict between Russia and Ukraine, the conflict in the Israel-Gaza region, the conflict with Iran and uncertainty with respect to maritime traffic through the Strait of Hormuz, and other continued hostilities in the Middle
29
East, maritime piracy attacks; and statements regarding our beliefs, expectations, plans, goals, future events and performance and other statements that are not purely historical.
These statements include statements concerning changes in general economic conditions, opportunity risks, such as the potential extraction of lithium, bromine, magnesium and other minerals, including potential extraction of those minerals designated as critical minerals, from our Evergreen Unit, demand therefor, or realizing industrial and other benefits expected from bromine processing; the timing and success of our bromine production wells and the construction of our bromine processing facility and related engineering activities and risks inherent in the construction of such facility, including delays, cost overruns and the ability to obtain local governmental and regulatory approvals; the accuracy of our resources report or the timing of future updates to our resources report, feasibility study and economic assessment regarding our lithium, bromine and other mineral acreage; equipment supply, equipment defects and/or our ability to timely obtain equipment components; competition from existing or new competitors; and risks associated with changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions, including legislative, regulatory and policy changes, such as unexpected changes in tariffs, trade barriers, price and exchange control. With respect to our disclosures of measured, indicated and inferred mineral resources, including bromine, lithium carbonate equivalent concentrations, and other minerals, it is unclear whether they will ever be economically developed. Investors are cautioned that mineral resources do not have demonstrated economic value and further exploration may not result in the estimation of a mineral reserve. Further, there are a number of uncertainties related to processing lithium, which is an inherently difficult process, including, for example, the development of the technology to do so successfully and economically. Therefore, investors are cautioned not to assume that all or any part of our resources can be economically or legally commercialized. In particular, investors are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category. With respect to the Company’s disclosures of the potential joint venture for the Evergreen Unit, the future relationship between the parties and the sharing of development costs is uncertain.
Management believes that these forward-looking statements are reasonable as and when made. However, investors are cautioned not to place undue reliance on any such forward-looking statements. Such statements speak only as of the date on which they are made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations, forecasts or projections. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes in general economic conditions; opportunity risks, such as mineral extraction, demand therefor, or realizing industrial and other benefits expected from bromine processing; our ability to develop a bromine processing facility and risks inherent in the construction of such facility; equipment supply, equipment defects and/or our ability to timely obtain equipment components; competition from existing or new competitors; risks associated with changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions, including legislative, regulatory and policy changes, such as unexpected changes in tariffs, trade barriers, price and exchange controls; and the other factors described in Part II, “Item 1A. Risk Factors” and elsewhere in this report and in our 2025 Annual Report, and those described from time to time in our future reports filed with the SEC.
30
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Interest Rate Risk
The interest on our borrowings is subject to market risk exposure related to changes in applicable interest rates. We are not a party to an interest rate swap contract or other derivative instrument designed to hedge our exposure to interest rate fluctuation risk. Our total debt as of September 30, 2026 consists of $190.0 million principal amount due under our Term Credit Agreement, with an interest rate of 9.50%, indexed to SOFR plus a 5.75% margin, and $1.0 million principal amount under our Argentina Credit Facilities, with a weighted average interest rate of 7.13%. A hypothetical 10% increase in the SOFR would increase cash interest payments by approximately $0.7 million annually; however there are no assurances that rate changes would be limited to such amounts.
Borrowings under our ABL Credit Agreement, if any, bear interest at an agreed-upon percentage rate spread above SOFR. Borrowings under our Swedish Credit Facility, if any, bear interest at fixed rates of 2.95%. As of September 30, 2026, we had no borrowings outstanding under our ABL Credit Agreement or Swedish Credit Facility.
We are also exposed to interest rate risk on our cash equivalents and short-term investments of $89.9 million at September 30, 2026. The investments consist of U.S. Treasury bills and a U.S. Treasury money market fund, with a weighted average maturity of approximately 57 days. A hypothetical 100 basis point increase in interest rates would decrease their fair value by approximately $0.1 million. Changes in the fair value of our available-for-sale securities are recorded in other comprehensive income.
For additional information on our credit agreements, see Note 5 - “Long-Term Debt and Other Borrowings” in the Notes to Consolidated Financial Statements.
Exchange Rate Risk
We have currency exchange rate risk exposure related to revenues, expenses, operating receivables, and payables denominated in foreign currencies. We may enter into short-term foreign-currency forward derivative contracts 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 expected to be 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. As of September 30, 2026, we did not have any foreign currency exchange contracts outstanding.
Item 4. 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 Securities Exchange Act of 1934, as amended. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026, the end of the period covered by this quarterly report.
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
31
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
Note 6 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.
Item 1A. Risk Factors.
As of the date of this filing, TETRA and its operations continue to be subject to the risk factors previously disclosed in the “Risk Factors” sections contained in our 2025 Annual Report. In addition, we are subject to the following supplemental 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 1 of the Arkansas Bromine Project, which included site preparation, power infrastructure, and installation of the bromine tower, was completed in December 2025. Phase 2, which encompasses the major infrastructure and equipment supporting the plant, is currently underway with mechanical completion targeted by the end of 2026. The entire facility is expected to be operational by the end of 2027, with first production anticipated in early 2028. 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 the June 2026 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
32
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
Item 6. Exhibits.
Exhibits:
| 3.1 | |||||
| 3.2 | |||||
| 3.3 | |||||
| 10.1+ | |||||
| 31.1* | |||||
| 31.2* | |||||
| 32.1** | |||||
| 32.2** | |||||
| 101.SCH++ | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL++ | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF++ | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB++ | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE++ | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104* | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents | ||||
* Filed with this report.
** Furnished with this report.
+ Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission or its staff upon request.
++ 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 three and nine-month periods ended September 30, 2026 and 2025; (ii) Consolidated Statements of Comprehensive Income for the three and nine-month periods ended September 30, 2026 and 2025; (iii) Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025; (iv) Consolidated Statements of Equity for the nine-month periods ended September 30, 2026 and 2025; (v) Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2026 and 2025; and (vi) Notes to Consolidated Financial Statements for the nine months ended September 30, 2026.
33
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 thereunto duly authorized.
| TETRA Technologies, Inc. | |||||||||||
| Date: | November 2, 2026 | By: | /s/Brady M. Murphy | ||||||||
| Brady M. Murphy | |||||||||||
| President and Chief Executive Officer | |||||||||||
| Principal Executive Officer | |||||||||||
| Date: | November 2, 2026 | By: | /s/Matthew J. Sanderson | ||||||||
Matthew J. Sanderson | |||||||||||
Executive Vice President and Chief Financial Officer | |||||||||||
Principal Financial Officer | |||||||||||
| Date: | November 2, 2026 | By: | /s/Katherine Kokenes | ||||||||
Katherine Kokenes | |||||||||||
Vice President and Chief Accounting Officer | |||||||||||
| Principal Accounting Officer | |||||||||||
34
Exhibit 31.1
Certification Pursuant to
Rule 13a-14(a) or 15d-14(a) of the Exchange Act
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Brady M. Murphy, certify that:
1.I have reviewed this report on Form 10-Q for the fiscal quarter ended September 30, 2026, of TETRA Technologies, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
| Date: | November 2, 2026 | /s/Brady M. Murphy | ||||||
| Brady M. Murphy | ||||||||
| President and | ||||||||
| Chief Executive Officer | ||||||||
Exhibit 31.2
Certification Pursuant to
Rule 13a-14(a) or 15d-14(a) of the Exchange Act
As Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Matthew J. Sanderson, certify that:
1.I have reviewed this report on Form 10-Q for the fiscal quarter ended September 30, 2026, of TETRA Technologies, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
| Date: | November 2, 2026 | /s/Matthew J. Sanderson | ||||||
Matthew J. Sanderson | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 32.1
Certification Pursuant to
18 U.S.C. Section 1350
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of TETRA Technologies, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brady M. Murphy, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | November 2, 2026 | /s/Brady M. Murphy | ||||||
| Brady M. Murphy | ||||||||
| President and Chief Executive Officer | ||||||||
| TETRA Technologies, Inc. | ||||||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification Pursuant to
18 U.S.C. Section 1350
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of TETRA Technologies, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew J. Sanderson, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | November 2, 2026 | /s/Matthew J. Sanderson | ||||||
Matthew J. Sanderson | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
| TETRA Technologies, Inc. | ||||||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.