TETRA TECHNOLOGIES INC
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
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FY2025 · Filed Feb 25, 2026
TTI$5.96-2.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules.
(a) List of documents filed as part of this Report
| 1. | Financial Statements of the Company | |
| Page | ||
| Reports of Independent Registered Public Accounting Firm (PCAOB ID Number Grant Thornton LLP: 248) | F-1 | |
| Consolidated Balance Sheets at December 31, 2025 and 2024 | F-3 | |
| Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 | F-5 | |
| Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023 | F-6 | |
| Consolidated Statements of Equity for the years ended December 31, 2025, 2024, and 2023 | F-7 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 | F-8 | |
| Notes to Consolidated Financial Statements | F-9 | |
| 2. | Financial statement schedules | |
| All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. | ||
| 3. | List of Exhibits | |
| 2.1+++ | Asset Purchase and Sale Agreement, dated February 28, 2018, by and between Maritech Resources, LLC, TETRA Technologies, Inc., and Orinoco Natural Resources, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018 (SEC File No. 001-13455)). |
| 2.2+++ | Equity Interest Purchase and Sale Agreement, dated February 28, 2018, by and among TETRA Technologies, Inc., TETRA Production Testing Holding LLC, and Epic Offshore Specialty, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018 (SEC File No. 001-13455)). |
| 2.3+++ | Equity Interest Purchase Agreement, dated February 13, 2018, by and among the sellers listed therein, the sellers representative and TETRA Technologies, Inc (incorporated by reference to Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018 (SEC File No. 001-13455)). |
| 2.4+++ | Membership Interest Purchase And Sale Agreement, dated as of February 28, 2018, by and among TETRA Applied Technologies, LLC, Maritech Resources, LLC, TETRA Technologies, Inc., and Orinoco Natural Resources, LLC (incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2018 (SEC File No. 001-13455)). |
| 3.1+ | Certificate of Designation of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on February 25, 2026. |
| 3.2 | Amended and Restated Certificate of Incorporation of TETRA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 25, 2023 (SEC File No. 001-13455)). |
| 3.3 | Second Amended and Restated Bylaws of TETRA Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 25, 2023 (SEC File No. 001-13455)). |
| 4.1 | Form of Senior Indenture (including form of senior debt security) (incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-3 filed on May 12, 2025 (SEC File No. 333-287210)). |
| 4.2 | Form of Subordinated Indenture (including form of subordinated debt security) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-3 filed on May 12, 2025 (SEC File No. 333-287210)). |
| 4.3 | Credit Agreement dated as of January 12, 2024 among TETRA Technologies, Inc., Silver Point Finance, LLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 18, 2024 (SEC File No. 001-13455)). |
| 4.4 | Sixth Amendment to Credit Agreement and Second Amendment to Pledge and Security Agreement dated May 13, 2024 between TETRA Technologies, Inc., certain subsidiaries of the company, and Bank of America, N.A (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K/A filed on May 20, 2024 (SEC File No. 001-13455)). |
| 4.5 | Tax Benefits Preservation Plan, dated February 28, 2023, between TETRA Technologies, Inc. and Computershare Trust Company N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 1, 2023 (SEC File No. 001-13455)). |
| 4.6+ | Description of the Registrant's Securities Registered Pursuant to Section 12 of the Exchange Act. |
| 4.7+ | Amendment No. 1 to Tax Benefits Preservation Plan, dated as of February 25, 2026, by and between TETRA Technologies, Inc. and Computershare Trust Company, N.A., as rights agent. |
| 10.1*** | TETRA Technologies, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2002 (SEC File No. 001-13455)). |
| 10.2*** | TETRA Technologies, Inc. Nonqualified Deferred Compensation Plan and The Executive Excess Plan Adoption Agreement effective on June 30, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q/A filed on March 16, 2006 (SEC File No. 001-13455)). |
| 10.3*** | TETRA Technologies, Inc. Non-Employee Director Deferred Compensation Plan effective on December 13, 2023 incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC File No, 001-13455)). |
| 10.4*** | TETRA Technologies, Inc. Amended and Restated 2007 Long Term Incentive Compensation Plan, as amended through February 20, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on August 10, 2015 (SEC File No. 001-13455)). |
| 10.5*** | Form of Employee Incentive Stock Option Agreement under the TETRA Technologies, Inc. 2007 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 5, 2010 (SEC File No. 333-166537)). |
| 10.6*** | Third Amended and Restated 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report Form 8-K filed on May 6, 2016 (SEC File No. 001-13455)). |
| 10.7*** | Form of Employee Incentive Stock Option Agreement under the TETRA Technologies, Inc. 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed on December 22, 2016 (SEC File No. 333-215283)). |
| 10.8 | Lease Agreement dated December 31, 2012 by and between Tetris Property LP and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K filed on March 4, 2013 (SEC File No. 001-13455)). |
| 10.9 | Bonding Agreement, dated February 28, 2018, between TETRA Technologies, Inc., Orinoco Natural Resources, LLC, and Epic Offshore Specialty, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2018 (SEC File No. 001-13455)). |
| 10.10*** | Form of Change in Control Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 16, 2020 (SEC File No. 001-13455)). |
| 10.11*** | TETRA Technologies, Inc. Cash Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2010 (SEC File No. 001-13455)). |
| 10.12*** | Amendment to the TETRA Technologies, Inc. Cash Incentive Compensation Plan dated February 19, 2015 (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on February 25, 2025 (SEC File No. 001-13455)). |
| 10.13*** | Amendment No. 2 to the TETRA Technologies, Inc. Cash Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 26, 2016 (SEC File No. 001-13455)). |
| 10.14*** | TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on February 12, 2018 (SEC File No. 333-222976)). |
| 10.15*** | Form of TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on February 12, 2018 (SEC File No. 333-222976)). |
| 10.16*** | TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 25, 2023 (SEC File No. 001-13455)). |
| 10.17*** | Form of TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC File No. 001-13455)). |
| 10.18*** | Form of TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award for outside directors (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC File No. 001-13455)). |
| 10.19*** | Form of TETRA Technologies, Inc. 2018 Equity Incentive Plan Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 4.7 to the Company’s registration statement on Form S-8 filed on May 4, 2018 (SEC File No. 333-224679). |
| 10.20*** | TETRA Technologies, Inc. Third Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the on Form 8-K filed Company’s Current Report on June 12, 2025 (SEC File No. 001-13455)). |
| 10.21*** | Form of TETRA Technologies Inc. Third Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 filed on the Company’s Quarterly Report on Form 10-Q on July 29, 2025 (SEC File No. 001-12455)). |
| 10.22*** | Form of TETRA Technologies Inc. Third Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award Agreement for outside directors (incorporated by reference to Exhibit 10.3 filed on the Company’s Quarterly Report on Form 10-Q on July 29, 2025 (SEC File No. 001-12455)). |
| 10.23 | Form of Indemnification Agreement for directors and executive officers of TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 12, 2008 (SEC File No. 001-13455)). |
| 10.24 | Memorandum of Understanding between TETRA Technologies, Inc. and Saltwerx LLC dated June 19, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2023 (SEC File No. 001-13455)). |
| 10.25 | Memorandum of Understanding Amendment No. 1 between TETRA Technologies, Inc. and Saltwerx LLC dated November 29, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No. 001-13455)). |
| 10.26 | Memorandum of Understanding Amendment No. 2 between TETRA Technologies, Inc. and Saltwerx LLC dated January 16, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No. 001-13455)). |
| 10.27 | Memorandum of Understanding Amendment No. 3 between TETRA Technologies, Inc. and Saltwerx LLC dated March 20, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No. 001-13455)). |
| 10.28 | Memorandum of Understanding Amendment No. 4 between TETRA Technologies, Inc. and Saltwerx LLC dated April 15, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No. 001-13455)). |
| 10.29 | Memorandum of Understanding Amendment No. 5 between TETRA Technologies, Inc. and Saltwerx LLC dated August 19, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 29, 2024 (SEC File No. 001-13455)). |
| 19 | TETRA Technologies, Inc. Policy on Trading in Company Securities (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed on February 25, 2025 (SEC File No. 001-13455)). |
| 21+ | Subsidiaries of the Company. |
| 23.1+ | Consent of Grant Thornton LLP |
| 31.1+ | Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2+ | Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). |
| 32.2** | Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). |
| 97.1 | TETRA Technologies, Inc. Incentive-Based Compensation Recoupment Policy effective on October 25, 2023 (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC file No. 001-13455)). |
| 101.INS++ | XBRL Instance Document. |
| 101.SCH++ | XBRL Taxonomy Extension Schema Document. |
| 101.CAL++ | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB++ | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE++ | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 101.DEF++ | XBRL Taxonomy Extension Definition Linkbase Document. |
| 104++ | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
- Filed with this report
** Furnished with this report.
*** Management contract or compensatory plan or arrangement.
++ Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023; (ii) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements for the year ended December 31, 2025.
+++ Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any such omitted schedule to the SEC upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.