tti-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 1-13455

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware			74-2148293
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

10000 Energy Drive
Spring,
Texas			77389
(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
Common Stock	TTI	New York Stock Exchange
Preferred Share Purchase Right	N/A	New York Stock Exchange

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	☐	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 April 27, 2026, there were 135,389,986 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
Item 1. Financial Statements
Consolidated Statements of Operations			1
Consolidated Statements of Comprehensive Income			2
Condensed Consolidated Balance Sheets			3
Consolidated Statements of Equity			5
Consolidated Statements of Cash Flows			6
Notes to Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures about Market Risk			27
Item 4. Controls and Procedures			27

PART II—OTHER INFORMATION
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 3. Defaults Upon Senior Securities			28
Item 4. Mine Safety Disclosures			28
Item 5. Other Information			28
Item 6. Exhibits			29
SIGNATURES			30

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 March 31,
	2026		2025
Revenues:
Product sales	$	83,298	$	88,169
Services	72,955		68,971
Total revenues	156,253		157,140
Cost of revenues:
Cost of product sales	53,986		49,765
Cost of services	54,866		54,800
Depreciation, amortization and accretion	9,176		9,151
Impairments and other charges	—		518

Total cost of revenues	118,028		114,234
Gross profit	38,225		42,906

General and administrative expense	25,409		24,134
Operating income	12,816		18,772
Interest expense, net	3,237		4,724



Other (income) expense, net	(2,011)		8,962
Income before taxes	11,590		5,086
Income tax expense	3,271		1,037





Net income attributable to TETRA stockholders	$	8,319	$	4,049
Basic net income per common share:


Net income attributable to TETRA stockholders	$	0.06	$	0.03
Weighted average basic shares outstanding	134,500		132,350
Diluted net income per common share:


Net income attributable to TETRA stockholders	$	0.06	$	0.03
Weighted average diluted shares outstanding	137,315		133,757

See Notes to Consolidated Financial Statements

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In Thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Net income	$	8,319	$	4,049
Foreign currency translation adjustment, net of taxes of $0 in 2026 and 2025	(633)		3,876
Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary	—		9,516
Unrealized (loss) gain on investment	(779)		281


Comprehensive income attributable to TETRA stockholders	$	6,907	$	17,722

See Notes to Consolidated Financial Statements

TETRA Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands)


	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	35,473	$	72,628
Restricted cash	51		52
Trade accounts receivable, net of allowances of $348 and $397 in 2026 and 2025, respectively	115,769		99,578
Inventories	119,974		115,726


Prepaid expenses and other current assets	25,900		28,694
Total current assets	297,167		316,678








Property, plant and equipment, net	203,223		194,197

Deferred tax assets, net	86,900		87,322

Operating lease right-of-use assets	35,855		36,999
Patents, trademarks and other intangible assets, net of accumulated amortization of $49,379 and $48,775 in 2026 and 2025, respectively	20,595		21,463
Investments	11,494		11,827
Other assets	7,111		7,275
Total long-term assets	365,178		359,083
Total assets	$	662,345	$	675,761

See Notes to Consolidated Financial Statements

TETRA Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands, Except Share Amounts)


	March 31, 2026		December 31, 2025
	(Unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	52,205	$	54,517
Current portion of long-term debt	5,938		4,750
Compensation and employee benefits	19,671		28,934
Operating lease liabilities, current portion	11,900		11,326
Accrued taxes	11,912		15,001
Accrued liabilities and other	38,123		39,325
Current liabilities associated with discontinued operations	7,360		7,360
Total current liabilities	147,109		161,213
Long-term debt, net	175,880		176,607
Operating lease liabilities	30,635		32,664
Asset retirement obligations	15,669		15,526
Deferred income taxes	2,889		2,498

Other liabilities	4,548		4,766
Total long-term liabilities	229,621		232,061
Commitments and contingencies (Note 6)
Equity:
TETRA stockholders’ equity:
Common stock, par value 0.01 per share; 250,000,000 shares authorized at March 31, 2026 and December 31, 2025; 138,434,753 and 137,252,465 shares issued at March 31, 2026 and December 31, 2025, respectively, and 135,296,078 and 134,113,790 shares outstanding at March 31, 2026 and December 31, 2025, respectively	1,384		1,373
Additional paid-in capital	496,646		500,436
Treasury stock, at cost; 3,138,675 shares held at March 31, 2026 and December 31, 2025	(19,957)		(19,957)
Accumulated other comprehensive loss	(34,089)		(32,677)
Retained deficit	(157,101)		(165,420)
Total TETRA stockholders’ equity	286,883		283,755
Noncontrolling interests	(1,268)		(1,268)
Total equity	285,615		282,487
Total liabilities and equity	$	662,345	$	675,761

See Notes to Consolidated Financial Statements

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	$	1,373	$	500,436	$	(19,957)	$	(34,850)	$	2,173	$	(165,420)	$	(1,268)	$	282,487
Net income for first quarter 2026	—		—		—		—		—		8,319		—		8,319

Translation adjustment, net of taxes of $0	—		—		—		(633)		—		—		—		(633)
Other comprehensive loss, net of tax benefit of $216	—		—		—		—		(779)		—		—		(779)
Comprehensive income															6,907



Equity-based compensation	—		1,778		—		—		—		—		—		1,778
Exercise of stock options	1		370		—		—		—		—		—		371
Vesting of restricted stock	10		(5,938)		—		—		—		—		—		(5,928)

Balance at March 31, 2026	$	1,384	$	496,646	$	(19,957)	$	(35,483)	$	1,394	$	(157,101)	$	(1,268)	$	285,615


	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	$	1,350	$	492,722	$	(19,957)	$	(52,957)	$	1,835	$	(168,425)	$	(1,261)	$	253,307
Net income for first quarter 2025	—		—		—		—		—		4,049		—		4,049
Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary	—		—		—		9,516		—		—		—		9,516
Translation adjustment, net of taxes of $0	—		—		—		3,876		—		—		—		3,876
Other comprehensive income	—		—		—		—		281		—		—		281
Comprehensive income															17,722


Equity-based compensation	—		1,860		—		—		—		—		—		1,860
Other	12		(1,158)		—		—		—		—		—		(1,146)
Balance at March 31, 2025	$	1,362	$	493,424	$	(19,957)	$	(39,565)	$	2,116	$	(164,376)	$	(1,261)	$	271,743

See Notes to Consolidated Financial Statements

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands, Unaudited)


	Three Months Ended March 31,
	2026		2025
Operating activities:
Net income	$	8,319	$	4,049
Reconciliation of net income to net cash (used in) provided by operating activities:
Depreciation, amortization and accretion	9,176		9,151

Impairments and other charges	—		518
Gain on investments	(662)		(257)
Equity-based compensation expense	1,778		1,860
Recovery of credit losses	(23)		(85)
Amortization and expense of financing costs	570		495



Gain on sale of assets	(127)		(113)
Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary	—		9,516
Deferred income tax expense (benefit)	1,102		(134)
Other non-cash (credits) charges	(1)		6
Changes in operating assets and liabilities:
Accounts receivable	(17,375)		(15,584)
Inventories	(3,906)		(2,663)
Prepaid expenses and other current assets	2,789		6,158
Trade accounts payable and accrued expenses	(13,300)		(9,277)
Other	(196)		295
Net cash (used in) provided by operating activities	(11,856)		3,935
Investing activities:
Purchases of property, plant and equipment, net	(19,019)		(17,956)

Proceeds from sale of investments	—		19,011
Proceeds from sale of property, plant and equipment	127		182


Other investing activities	164		108
Net cash (used in) provided by investing activities	(18,728)		1,345
Financing activities:
Proceeds from credit agreements and long-term debt	105		96
Principal payments on credit agreements and long-term debt	(105)		(96)
Payments on financing lease obligations	(1,166)		(931)
Proceeds from exercise of stock options	371		—

Taxes paid upon vesting of equity-based compensation	(5,928)		(1,158)



Net cash used in financing activities	(6,723)		(2,089)
Effect of exchange rate changes on cash	151		651
(Decrease) increase in cash and cash equivalents	(37,156)		3,842
Cash, cash equivalents and restricted cash at beginning of period	72,680		37,208




Cash, cash equivalents and restricted cash at end of period	$	35,524	$	41,050

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets
Cash and cash equivalents at end of period	$	35,473	$	41,000
Restricted cash at end of period	51		50
Total cash, cash equivalents and restricted cash at end of period shown in the consolidated statements of cash flows	$	35,524	$	41,050

See Notes to Consolidated Financial Statements

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 in the twenty-first century. 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 (“CBFs”), 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 period ended March 31, 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 “202 5 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 202 5 Annual Report. There have been no significant changes in our accounting policies or the application thereof during the first 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 current period 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 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 (“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 memorandum of understanding 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.

We capitalized approximately $6.6 million and $11.2 million for the three months ended March 31, 2026 and March 31, 2025, respectively, of costs, net of reimbursements from our partner, associated with the development of our properties in Arkansas, excluding capitalized interest, which are included in capital expenditures for our Completion Fluids & Products Segment.

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 $1.8 million and $0.8 million for the three months ended March 31, 2026 and March 31, 2025, respectively. The average effective interest rate used for capitalization during the three months ended March 31, 2026 was 11.0%.

Foreign Currency Translation

We have designated the Euro, the British pound, the Canadian dollar, 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 (income) expense, net and totaled $(1.4) million and $8.8 million during the three months ended March 31, 2026 and March 31, 2025, respectively. Foreign currency exchange (gains) losses during the three months ended March 31, 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 March 31, 2026 and December 31, 2025, we 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:


	Three Months Ended March 31,
	2026		2025
	(in thousands)
Interest paid(1)	2,737		4,515
Income taxes paid, net of refunds	$	7,337	$	3,360
(1) Interest paid is net of $1.8 million and $0.8 million of capitalized interest for the three months ended March 31, 2026 and March 31, 2025, respectively.

	March 31, 2026		December 31, 2025
	(in thousands)
Accrued capital expenditures	$	7,020	$	7,849

NOTE 2 – REVENUE

Revenue from Contracts with Customers

Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $24.2 million and $24.4 million as of March 31, 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 $8.6 million and $5.9 million as of March 31, 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 $1.3 million and $0.1 million of revenue during the three months ended March 31, 2026 and March 31, 2025, respectively, deferred in unearned income as of the beginning of the period. During the three months ended March 31, 2026 and March 31, 2025, contract costs were not significant.

We disaggregate revenue from contracts with customers into Product Sales and Services within each segment, as noted in our two reportable segments in Note 9 - “Industry Segments.” In addition, we disaggregate revenue from contracts with customers by geography based on the following table below.


	Three Months Ended March 31,
	2026		2025
	(in thousands)
Completion Fluids & Products
United States	$	57,511	$	61,144
International	34,210		31,874
	91,721		93,018
Water & Flowback Services
United States	47,588		55,878
International	16,944		8,244
	64,532		64,122




Total Revenue
United States	105,099

SEC Form 10-Q filed by Tetra Technologies Inc.