TETRA TECHNOLOGIES INC

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. Inaddition 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 ourtwo 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 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 million as of December 31, 2025. Balances as of December 31, 2025 have been revised to correct this error. See Note 5 - “Long-Term Debt and Other Borrowings” for additional information on our Term Credit Agreement.

Mineral Resources Arrangement

We are pursuing low-carbon energy initiatives that leverage our fluids core chemistry competencies and our significant mineral resources, including our brine leases in Southwest Arkansas. In June 2023, we entered into a memorandum of understanding (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

We have designated the Euro, the British pound, the Canadian dollar and the Brazilian real as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Canada and Brazil, respectively. The United States dollar is the designated functional currency for most of our other non-U.S. operations. The cumulative translation effects of translating the applicable accounts from the functional currencies into the United States dollar at current exchange rates are included as a separate component of equity. Foreign currency exchange (gains) losses are included in other expense (income), net and totaled less than $(0.1) million and $(0.7) million during the three and nine months ended September 30, 2026, respectively, and $0.1 million and $8.1 million during the three and nine months ended September 30, 2025, respectively. Foreign currency exchange (gains) losses during the nine months ended September 30, 2025 include recognition of a $9.5 million cumulative foreign currency translation adjustment loss, which was reclassified from accumulated other comprehensive loss due to the dissolution of our former subsidiary in Canada.

Fair Value Measurements

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 million of decommissioning liability associated with our former Offshore segment for which costs might be above the value of surety bonds on properties previously disposed. Due to the inherent subjectivity of the assessments and unpredictability of the outcomes of any legal proceedings, any amounts estimated or accrued may not represent the ultimate loss to the Company. See Note 9 - “Discontinued Operations” and Note 11 - “Commitments and Contingencies” included in our 2025 Annual Report for additional discussion.

Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

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.

We disaggregate revenue from contracts with customers into Completion Fluids & Products and Water & Flowback Services, as noted in ourtwo reportable segments in Note 10 - “Industry Segments.”In addition, we disaggregate revenue from contracts with customers by geography based on the following table below.

NOTE 3 –INVENTORIES

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

Finished goods inventories include newly manufactured clear brine fluids as well as used brines that are repurchased from certain customers for recycling.

NOTE 4 –INVESTMENTS

Equity and Other Investments

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

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:

(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.

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:

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.

ABL Credit Agreement

As of September 30, 2026, we hadno 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 wasno outstanding balance on our ABL Credit Agreement. As of September 30, 2026, our ABL Credit Agreement provides, with certain restrictions, for a senior secured revolving credit facility of up to $100.0 million with a $25.0 million accordion. The credit facility is subject to a borrowing base determined monthly by reference to the value of inventory and accounts receivable, and includes a sublimit of $20.0 million for letters of credit, and a swingline loan sublimit of $11.5 million. The ABL Credit Agreement matures on May 13, 2029. Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $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 hadno 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.

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.

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:

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

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).

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:

NOTE 10 –INDUSTRY SEGMENTS

We manage our operations throughtwo segments: Completion Fluids & Products Segment and Water & Flowback Services Segment. Summarized financial information concerning the business segments is as follows:

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.

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.