TETRA TECHNOLOGIES INC

Previous wording

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 in the twenty-first century. 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.

Current wording

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.

Previous wording

Consolidated revenue for the first six months of 2026 of $341.9 million increased 3.3% compared to the prior year, led by strong results from our Completion Fluids & Products Segment, and increased 18.8% sequentially quarter over quarter.

Current wording

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.

Previous wording

Completion Fluids & Products Segment revenues for the second quarter of 2026 increased 23.3% compared to the first quarter of 2026 driven by strong specialty chemicals and deepwater Brazil projects. Completion Fluids & Products Segment revenues increased slightly compared to the first six months of 2025.

Current wording

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.

Previous wording

Water & Flowback Services revenues increased slightly compared to the first quarter of 2026, driven by additional early production facilities operating during the second 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.

Current wording

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.

Previous wording

The Middle East conflict did not materially affect our first or second 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.

Current wording

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.

Previous wording

Consolidated revenues increased sequentially as a result of increased activity for both the Completion Fluids & Products Segment and Water & Flowback Segment. See Segment Comparisons section below for a more detailed discussion of the change in our revenues.

Current wording

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.

Previous wording

Consolidated gross profit increased primarily due to higher activity levels from both the Completion Fluids & Products and Water & Flowback Services Segments. See Segment Comparisons section below for additional discussion.

Current wording

Consolidated gross profit decreased primarily due to lower activity levels from the Completion Fluids & Products segment. See Segment Comparisons section below for additional discussion.

Previous wording

Consolidated other (income) expense, net, decreased compared to the prior quarter primarily due to a $1.1 million decrease in unrealized gains from the change in fair value of our investments issued by a privately-held company and by a $2.2 million decrease in foreign exchange gains, primarily in Brazil and Argentina.

Current wording

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.

Previous wording

Gross profit and operating income for our Completion Fluids & Products Segment increased compared to the prior quarter driven by the increase 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.

Current wording

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.

Previous wording

Gross profit and operating income for our Water & Flowback Services Segment increased compared to the prior quarter primarily due to the increased activity levels described above, as well as by cost-reduction initiatives and market penetration of higher-margin automation technologies.

Current wording

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.

Previous wording

Corporate overhead loss before taxes decreased slightly compared to the prior quarter primarily due to a $0.4 million increase in other income, partially offset by a $0.3 million increase in general and administrative expenses primarily from higher legal fees.

Current wording

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.

Previous wording

Consolidated revenues increased slightly compared to the prior year due to a slight increase in revenues from both our Completion Fluids & Products and Water & Flowback Services Segments. See Segment Comparisons section below for a more detailed discussion of the change in our revenues.

Current wording

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.

Previous wording

Consolidated general and administrative expenses increased $1.6 million compared to the prior year due to higher compensation expenses, including incentive compensation and legal fees.

Current wording

Consolidated general and administrative expenses increased $1.7 million compared to the prior year due to higher compensation expenses, including incentive compensation.

Previous wording

Interest expense, net decreased $2.4 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.

Current wording

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.

Previous wording

Consolidated income tax expense decreased $0.3 million for the six months ended June 30, 2026, as a lower effective tax rate of 32.4%, compared with 37.4% in 2025, more than offset the impact of higher earnings. The lower rate was driven primarily by our Brazilian entity U.S. classification election 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.

Current wording

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.

Previous wording

Corporate overhead loss before taxes decreased primarily due to a $2.9 million decrease in interest expense, net due to lower interest rates on our Term Credit Agreement as well as an increase in the interest expense capitalized for our Arkansas development and a $2.8 million decrease in allocated corporate costs.

Current wording

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.

Previous wording

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 second quarter was $221.1 million. Liquidity is defined as unrestricted cash 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.

Current wording

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”.

Previous wording

Consolidated cash flows provided by operating activities decreased compared to the first six months of 2025 primarily due to an increase in operating expense, offset by working capital changes.

Current wording

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.

Previous wording

Total cash capital expenditures during the first six months of 2026 were $42.3 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 $26.0 million on capital expenditures, including $17.5 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 $3.9 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 $16.3 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.

Current wording

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.

Previous wording

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, may be adjusted.

Current wording

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.

Previous wording

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 six months of 2026 also include $6.4 million of taxes paid upon vesting of restricted stock units, and $2.4 million of capital 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.

Current wording

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.

Previous wording

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 June 30, 2026, the market value of our equity holdings of Standard Lithium was $2.2 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.

Current wording

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.

Previous wording

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 of the Strait of Hormuz, and other continued hostilities in the Middle East, maritime piracy attacks; and statements regarding our beliefs, expectations, plans, goals, future events and performance and other statements that are not purely historical.

Current wording

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