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What changed in TETRA TECHNOLOGIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TETRA TECHNOLOGIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+287 added−277 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-25)

Top changes in TETRA TECHNOLOGIES INC's 2025 10-K

287 paragraphs added · 277 removed · 218 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

67 edited+11 added−13 removed51 unchanged
Biggest changeAdjunct professor in the Finance Department at Texas Christian University Christian A. Garcia Former executive vice president and chief financial officer of BrandSafway John F. Glick Former chief executive officer of Lufkin Industries, Inc. Angela D. John Former director of innovation and strategy for New Energy Ventures with the Williams Companies, Inc. Sharon B.
Biggest changeGlick Former chief executive officer of Lufkin Industries, Inc. Angela D. John Former director of innovation and strategy for New Energy Ventures with the Williams Companies, Inc. Sharon B. McGee Founder SDBM Executive and Strategic Advisory, LLC and former vice president at Albemarle Corporation Julie A. Sloat Former Chief Executive Officer of American Electric Power Shawn D.
Our insurance 8 program is reviewed not less than annually with our insurance brokers and underwriters. Such insurance policies may not cover, or may only partially cover, certain losses or claims, which could result in a material adverse effect on our business and operations.
Our insurance program is reviewed not less than annually with our insurance brokers and underwriters. Such insurance policies 8 may not cover, or may only partially cover, certain losses or claims, which could result in a material adverse effect on our business and operations.
In January 2024, we entered into a preferred supply agreement through December 31, 2027 in which Eos has agreed to purchase 100% of its requirement of zinc bromide products, including TETRA PureFlow zinc bromide, and 75% of its requirement of Eos’ proprietary electrolyte solution from TETRA, and has provided TETRA a right of first refusal prior to entering into a supply agreement for such products from a third-party.
In January 2024, we entered into a preferred supply agreement through December 31, 2027 in which Eos has agreed to purchase 100% of its requirement of zinc bromide products, including TETRA PureFlow zinc bromide, and 75% of its requirement of Eos’ proprietary full electrolyte solution from TETRA, and has provided TETRA a right of first refusal prior to entering into a supply agreement for such products from a third-party.
Early production services typically include sophisticated evaluation techniques for reservoir management, including unconventional shale reservoir exploitation and optimization of well workover programs. Frac flowback and 3 production well testing services may include well control, well cleanup and laboratory analysis. These services are used in the completion process after hydraulic fracturing and in the production phase of oil and gas wells.
Early production services typically include sophisticated evaluation techniques for reservoir management, including unconventional shale reservoir exploitation and optimization of well workover programs. Frac flowback and production well testing services may include well control, well cleanup and laboratory analysis. These services are used in the completion process after hydraulic fracturing and in the production phase of oil and gas wells.
Our operations outside the United States are subject to various foreign governmental laws and regulations relating to the environment, health and safety, and other regulated activities in the countries in which we operate, which may in some cases impose more stringent requirements than applicable laws in the United States. 7 Our operations routinely involve the handling of hydrocarbons and produced water.
Our operations outside the United States are subject to various foreign governmental laws and regulations relating to the environment, health and safety, and other regulated activities in the countries in which we operate, which may in some cases impose more stringent requirements than applicable laws in the United States. Our operations routinely involve the handling of hydrocarbons and produced water.
If an incident takes place, we investigate all serious occurrences to determine root causes and implement corrective actions to ensure we expand our capacity to operate safely. 6 Driving is one of the highest exposure activities that we undertake in our day-to-day operations.
If an incident takes place, we investigate all serious occurrences to determine root causes and implement corrective actions to ensure we expand our capacity to operate safely. Driving is one of the highest exposure activities that we undertake in our day-to-day operations.
Career Development The board of directors, the chief executive officer, and the vice president of Human Resources, evaluate, from time to time each year, executive development and succession planning to prepare us for future success. The succession planning process covers all senior management positions and certain other key positions.
Career Development Our Board of Directors, our chief executive officer, and our vice president of Human Resources, evaluate, from time to time each year, executive development and succession planning to prepare us for future success. The succession planning process covers all senior management positions and certain other key positions.
We maintain a fleet of DOT and non-DOT vehicles and provide real-time behavior feedback to our drivers via near real-time monitors. Coupled with Journey Management, vehicle selection guidelines, and driver training, we have a comprehensive approach to reducing our driving exposure and incidents.
We maintain a fleet of DOT and non-DOT vehicles and provide real-time behavior feedback to our drivers via near real- 6 time monitors. Coupled with Journey Management, vehicle selection guidelines, and driver training, we have a comprehensive approach to reducing our driving exposure and incidents.
Hydrocarbons or hazardous and nonhazardous wastes may have been released during our operations, by third parties on wellhead sites where we provide services or store our equipment, or on or under other locations where wastes have been taken for disposal.
Hydrocarbons or hazardous and nonhazardous wastes may have been released during our operations, by third parties on wellhead 7 sites where we provide services or store our equipment, or on or under other locations where wastes have been taken for disposal.
In connection with the supply agreement, TETRA was granted a non-exclusive, non-sub-licensable, non-transferable license to Eos’s proprietary electrolyte formula, solely in connection with manufacturing and provision of Eos’ proprietary electrolyte solution to Eos.
In connection with the supply agreement, TETRA was granted a non-exclusive, non-sub-licensable, non-transferable license to Eos’s proprietary full electrolyte formula, solely in connection with manufacturing and provision of Eos’ proprietary full electrolyte solution to Eos.
The Division’s fluid engineering personnel determine the optimal CBF blend for a customer’s particular application to maximize its effectiveness and lifespan. Our filtration services use a variety of techniques and equipment to remove particulates from CBFs at the customer’s site so the CBFs can be reused. Filtration also enables recovery of a greater percentage of used CBFs for reconditioning.
The segment’s fluid engineering personnel determine the optimal CBF blend for a customer’s particular application to maximize its effectiveness and lifespan. Our filtration services use a variety of techniques and equipment to remove particulates from CBFs at the customer’s site so the CBFs can be reused. Filtration also enables recovery of a greater percentage of used CBFs for reconditioning.
Halliburton and Schlumberger are competitors in the international production testing markets we serve although we provide these services to their customers on a subcontract basis from time to time. Customers for the Water & 5 Flowback Services Division include major integrated and independent U.S. and international oil and gas producers that are active in the areas in which we operate.
Halliburton and Schlumberger are competitors in the international production testing markets we serve although we provide these services to their customers on a subcontract basis from time to time. Customers for the Water & 5 Flowback Services Segment include major integrated and independent U.S. and international oil and gas producers that are active in the areas in which we operate.
For example, from time to time the EPA has taken certain steps to regulate methane emissions from the oil gas sector. Most recently, in December 2023, EPA finalized a rule that, established more stringent OOOO(b) new source and OOOO(c) first-time existing source standards of performance for methane and volatile organic compound emissions for oil and gas facilities.
For example, from time to time the EPA has taken certain steps to regulate methane emissions from the oil gas sector. In December 2023, EPA finalized a rule that, established more stringent OOOO(b) new source and OOOO(c) first-time existing source standards of performance for methane and volatile organic compound emissions for oil and gas facilities.
There are multiple sources of zinc that we can use in the production of zinc bromide and zinc calcium bromide. We have a long-term supply agreement with LANXESS, AG (“LANXESS”) under which the Completion Fluids & Products Division purchases its requirements of raw material bromine from LANXESS’ Arkansas bromine production facilities.
There are multiple sources of zinc that we can use in the production of zinc bromide and zinc calcium bromide. We have a long-term supply agreement with LANXESS, AG (“LANXESS”) under which the Completion Fluids & Products Segment purchases its requirements of raw material bromine from LANXESS’ Arkansas bromine production facilities.
The water management, flowback, and production testing markets are highly competitive, and competition is based on availability of appropriate equipment and qualified personnel, as well as price, quality of service, and safety record. The Division’s skilled personnel, operating procedures, integrated closed-loop water management solution, automation systems, and safety record give us a competitive advantage.
The water management, flowback, and production testing markets are highly competitive, and competition is based on availability of appropriate equipment and qualified personnel, as well as price, quality of service, and safety record. The segment’s skilled personnel, operating procedures, integrated closed-loop water management solution, automation systems, and safety record give us a competitive advantage.
Our calcium chloride production facilities have a combined production capacity of approximately 1.0 million equivalent liquid tons per year. We also acquire calcium chloride inventory from other producers. Our Completion Fluids & Products Division manufactures liquid calcium bromide, zinc bromide, zinc calcium bromide, and sodium bromide at our West Memphis, Arkansas facility.
Our calcium chloride production facilities have a combined production capacity of approximately 1.0 million equivalent liquid tons per year. We also acquire calcium chloride inventory from other producers. Our Completion Fluids & Products Segment manufactures liquid calcium bromide, zinc bromide, zinc calcium bromide, and sodium bromide at our West Memphis, Arkansas facility.
The Completion Fluids & Products Division’s principal competitors in the sale of CBFs to the oil and gas industry are other major international drilling fluids and energy services companies, to many of which we provide products and services. This market is highly competitive and competition is based primarily on service, availability, and price.
The Completion Fluids & Products Segment’s principal competitors in the sale of CBFs to the oil and gas industry are other major international drilling fluids and energy services companies, to many of which we provide products and services. This market is highly competitive and competition is based primarily on service, availability, and price.
CBFs are salt solutions that have variable densities and are used to control bottom-hole pressures during oil and gas completion and workover operations. The Division sells CBFs and various CBF additives to 1 United States and international oil and gas exploration and production companies and to other companies that service customers in the oil and gas industry.
CBFs are salt solutions that have variable densities and are used to control bottom-hole pressures during oil and gas completion and workover operations. The segment sells CBFs and various CBF additives to 1 United States and international oil and gas exploration and production companies and to other companies that service customers in the oil and gas industry.
This Division maintains one of the largest fleets of high-pressure production testing equipment in the United States, including equipment designed to work in environments where high levels of hydrogen sulfide gas are present. The Division has domestic operating locations in Louisiana, New Mexico, Oklahoma, Pennsylvania, and Texas.
This segment maintains one of the largest fleets of high-pressure production testing equipment in the United States, including equipment designed to work in environments where high levels of hydrogen sulfide gas are present. The segment has domestic operating locations in Louisiana, New Mexico, Oklahoma, Pennsylvania, and Texas.
The Completion Fluids & Products Division provides both stock and custom-blended CBFs based on each customer’s specific needs and the proposed application. It provides a broad range of associated CBF services, including on-site fluids filtration, handling and recycling, wellbore cleanup, custom fluids blending, and fluid management services.
The Completion Fluids & Products Segment provides both stock and custom-blended CBFs based on each customer’s specific needs and the proposed application. It provides a broad range of associated CBF services, including on-site fluids filtration, handling and recycling, wellbore cleanup, custom fluids blending, and fluid management services.
The Completion Fluids & Products Division’s liquid and dry calcium chloride products have a wide range of uses outside the energy industry. Non-energy market segments where these products are used include water treatment, industrial, food processing, road maintenance, ice melt, agricultural, and consumer products.
The Completion Fluids & Products Segment’s liquid and dry calcium chloride products have a wide range of uses outside the energy industry. Non-energy market segments where these products are used include water treatment, industrial, food processing, road maintenance, ice melt, agricultural, and consumer products.
The Division also provides frac flowback services, early production facilities and services, production well testing services, sand filtration, and other associated services in various domestic and international locations, including well flow management and evaluation services that enable operators to quantify oil and gas reserves, optimize oil and gas production, and minimize oil and gas reservoir production damage.
The segment also provides frac flowback services, early production facilities and services, production well testing services, sand filtration, and other associated services in various domestic and international locations, including well flow management and evaluation services that enable operators to quantify oil and gas reserves, optimize oil and gas production, and minimize oil and gas reservoir production damage.
Our Completion Fluids & Products Division 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.
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.
In Europe, our Completion Fluids & Products Division’s calcium chloride operations market, distribute, sell or offer to sell calcium chloride products in certain European industries. Our principal competitors in the non-energy related calcium chloride markets include Occidental Chemical Corporation and Vitro Corporation in North America and Nedmag B.V. in Europe.
In Europe, our Completion Fluids & Products Segment’s calcium chloride operations market, distribute, sell or offer to sell calcium chloride products in certain European industries. Our principal competitors in the non-energy related calcium chloride markets include Occidental Chemical Corporation and Vitro Corporation in North America and Nedmag B.V. in Europe.
Completion Fluids & Products Division Our Completion Fluids & Products Division provides its products and services to oil and gas exploration and production companies in the United States and certain foreign markets, and to other customers that service such companies. Current areas of market presence include the onshore U.S., the U.S.
Completion Fluids & Products Segment Our Completion Fluids & Products Segment provides its products and services to oil and gas exploration and production companies in the United States and certain foreign markets, and to other customers that service such companies. Current areas of market presence include the onshore U.S., the U.S.
The Completion Fluids & Products Division manufactures liquid and dry calcium chloride and liquid calcium bromide, zinc bromide, zinc calcium bromide, and sodium bromide for distribution, primarily into energy markets. Liquid and dry calcium chloride are also sold into water treatment, industrial, cement, food processing, road maintenance, ice melt, agricultural, and consumer products markets.
The Completion Fluids & Products Segment manufactures liquid and dry calcium chloride and liquid calcium bromide, zinc bromide, zinc calcium bromide, and sodium bromide for distribution, primarily into energy markets. Liquid and dry calcium chloride are also sold into water treatment, industrial, cement, food processing, road maintenance, ice melt, agricultural, and consumer products markets.
The Completion Fluids & Products Division offers to repurchase, or “buy-back”, certain used CBFs from customers, which can be reconditioned and recycled. Selling used CBFs back to us reduces the net cost of the CBFs to customers and minimizes our customers’ need to dispose of used fluids.
The Completion Fluids & Products Segment offers to repurchase, or “buy-back”, certain used CBFs from customers, which can be reconditioned and recycled. Selling used CBFs back to us reduces the net cost of the CBFs to customers and minimizes our customers’ need to dispose of used fluids.
The Division 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.
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.
Our Water & Flowback Services Division also provides frac flowback services, early production facilities and services, production well testing services, and other associated services, including well flow management and evaluation services that enable operators to quantify oil and gas reserves, optimize oil and gas production and minimize oil and gas reservoir damage.
Our Water & Flowback Services Segment also provides frac flowback services, early production facilities and services, production well testing services, and other associated services, including well flow management and evaluation services that enable operators to quantify oil and gas reserves, optimize oil and gas production and minimize oil and gas reservoir damage.
The Division also has locations in certain countries in Latin America and the Middle East. Sources of Raw Materials Our Completion Fluids & Products Division manufactures calcium chloride, calcium bromide, zinc bromide, zinc calcium bromide, and sodium bromide for sale to its customers.
The segment also has locations in certain countries in Latin America and the Middle East. Sources of Raw Materials Our Completion Fluids & Products Segment manufactures calcium chloride, calcium bromide, zinc bromide, zinc calcium bromide, and sodium bromide for sale to its customers.
The Division also recycles used calcium bromide and zinc bromide CBFs repurchased from its oil and gas customers. The Completion Fluids & Products Division manufactures liquid calcium chloride, either from underground brine or by reacting hydrochloric acid with limestone.
The segment also recycles used calcium bromide and zinc bromide CBFs repurchased from its oil and gas customers. The Completion Fluids & Products Segment manufactures liquid calcium chloride, either from underground brine or by reacting hydrochloric acid with limestone.
In certain basins, water, sand, and other abrasive materials commonly accompany the initial production of natural gas or oil, often under high-pressure and high-temperature conditions and, in some cases, from reservoirs containing high levels of hydrogen sulfide gas. The Water & Flowback Services Division provides the specialized equipment and qualified personnel to address these impediments to production.
In certain basins, water, sand, and other abrasive materials commonly 3 accompany the initial production of natural gas or oil, often under high-pressure and high-temperature conditions and, in some cases, from reservoirs containing high levels of hydrogen sulfide gas. The Water & Flowback Services Segment provides the specialized equipment and qualified personnel to address these impediments to production.
Customers of the Completion Fluids & Products Division include significant oilfield service companies, major and independent U.S. and international oil and gas producers, and U.S. and international chemical providers. The Division also sells its CBF products through various distributors.
Customers of the Completion Fluids & Products Segment include significant oilfield service companies, major and independent U.S. and international oil and gas producers, and U.S. and international chemical providers. The segment also sells its CBF products through various distributors.
The Division 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 markets TETRA PureFlow, an ultra-pure zinc bromide as well as TETRA PureFlow Plus, an ultra-pure zinc bromide/zinc chloride blend, to several battery technology companies.
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 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 several battery technology companies.
Products and Services Completion Fluids & Products Division Liquid calcium chloride, calcium bromide, zinc bromide, zinc calcium bromide, sodium bromide, and blends of such products manufactured by our Completion Fluids & Products Division are referred to as CBFs in the oil and gas industry.
Products and Services Completion Fluids & Products Segment Liquid calcium chloride, calcium bromide, zinc bromide, zinc calcium bromide, sodium bromide, and blends of such products manufactured by our Completion Fluids & Products Segment are referred to as CBFs in the oil and gas industry.
The Water & Flowback Services Division seeks to design sustainable solutions that meet the unique needs of each customer in order to maximize operational performance and efficiency and minimize the use of fresh water.
The Water & Flowback Services Segment seeks to design sustainable solutions that meet the unique needs of each customer in order to maximize operational performance and efficiency and minimize the use of fresh water.
Water & Flowback Services Division The Water & Flowback Services Division provides comprehensive water management and frac flowback services to a wide-range of onshore oil and gas operators located in all active North America unconventional oil and gas basins.
Water & Flowback Services Segment The Water & Flowback Services Segment provides comprehensive water management and frac flowback services to a wide-range of onshore oil and gas operators located in all active North America unconventional oil and gas basins.
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.
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 utilizing our core chemistry expertise, key mineral acreage, and global infrastructure, helping to meet the demand for sustainable energy in the twenty-first century.
Competition in the U.S. water management markets includes Select Energy Services, Inc. and various regional companies, while competition in onshore U.S. production testing markets is primarily dominated by numerous small, privately owned operators.
Competition in the U.S. water management markets includes Select Water Solutions, Inc. and various regional companies, while competition in onshore U.S. production testing markets is primarily dominated by numerous small, privately owned operators.
The Division also purchases liquid and dry calcium chloride from a number of United States and foreign chemical manufacturers. The Completion Fluids & Products Division’s primary sources of hydrochloric acid are co-product streams obtained from chemical manufacturers. Substantial quantities of limestone are also consumed when converting hydrochloric acid into calcium chloride.
The segment also purchases liquid and dry calcium chloride from a number of United States and foreign chemical manufacturers. The Completion Fluids & Products Segment’s primary sources of hydrochloric acid are co-product streams obtained from chemical manufacturers. Substantial quantities of limestone are also consumed when converting hydrochloric acid into calcium chloride.
The long-term LANXESS bromine supply agreement discussed above provides a secure supply of bromine to support a majority of the Division’s current manufacturing levels. We do, however, continue to evaluate our strategy related to the Arkansas assets and their future development. In addition, we are party to agreements with Standard Lithium Ltd.
Properties” of this Annual Report. The long-term LANXESS bromine supply agreement discussed above provides a secure supply of bromine to support a majority of the segment’s current manufacturing levels. We do, however, continue to evaluate our strategy related to the Arkansas assets and their future development. In addition, we are party to agreements with Standard Lithium Ltd.
Our Water & Flowback Services Division provides onshore oil and gas operators with comprehensive water management services.
Our Water & Flowback Services Segment provides onshore oil and gas operators with comprehensive water management services.
Automation has also been deployed across the TETRA water management portfolio, and across TETRA flowback services, to reduce health, safety and environmental risks and enhance reliability and cost-effectiveness.
Automation has also been deployed across our water management portfolio and across our flowback services offerings, to reduce health, safety and environmental risks and enhance reliability and cost-effectiveness.
Executive Officers and Directors The following table sets forth certain information with respect to our executive officers and directors: Executive Officers: Brady M. Murphy President, Chief Executive Officer, and board member Elijio V. Serrano Senior Vice President and Chief Financial Officer Matthew J. Sanderson Executive Vice President and Chief Commercial Officer Timothy C.
Executive Officers and Directors The following table sets forth certain information with respect to our executive officers and directors: Executive Officers: Brady M. Murphy President and Chief Executive Officer Elijio V. Serrano Senior Vice President and Chief Financial Officer Matthew J.
The Division’s flagship CBF technology, TETRA CS Neptune are high-density monovalent and divalent fluids that are free of undissolved solids, zinc, priority pollutants, and formate ions.
The segment’s flagship CBF technology, TETRA Neptune, is comprised of high-density monovalent and divalent fluids that are free of undissolved solids, zinc, priority pollutants, and formate ions.
These solutions include tailored “last mile” infrastructure to transfer water around well pads in a safe, efficient, and environmentally responsible manner - which consists of water storage ponds, movable storage tanks, a network of water transfer lines including poly pipe and TETRA Steel lay-flat hose, automated transfer and blending of produced water, and water treatment and recycling systems.
These solutions include tailored “last mile” infrastructure to transfer water around well pads in a safe, efficient, and environmentally responsible manner - which consists of water storage ponds, movable storage tanks, a network of water transfer lines, automated transfer and blending of produced water, and water treatment and recycling systems.
These systems include the TETRA SwiftWater Automated Treatment (“SWAT”) system that chemically treats produced water through a clarification process and the TETRA Oil Recovery After Production Technology (ORAPT) mobile oil separation system that recovers oil from produced water.
Our systems also include an automated treatment system that chemically treats produced water through a clarification process and the TETRA Oil Recovery After Production Technology (ORAPT) mobile oil separation system that recovers oil from produced water.
We are also pursuing low-carbon energy initiatives that leverage our fluids and aqueous chemistry core competencies, our significant bromine and lithium resources (including our approximately 40,000 gross acres of brine leases in Arkansas) and technologies (see our disclosures titled “Bromine and Lithium Resources” set forth in Part I, “Item 2.
We are also pursuing low-carbon energy initiatives that leverage our fluids core chemistry competencies, our significant bromine and lithium resources (including our approximately 40,000 gross acres of brine leases in Arkansas) and technologies (see our disclosures titled “Bromine and Lithium Resources” set forth in Part I, “Item 2. Properties” of this Annual Report), and our leading calcium chloride production capabilities.
None of our U.S. employees are presently covered by a collective bargaining agreement. Our employees outside the U.S. are generally members of labor unions and associations in the countries in which they are employed. We use engagement surveys and exit interviews to, among other things, gauge our employees’ perspective on the company.
Our employees outside the U.S. are generally members of labor unions and associations in the countries in which they are employed. We use engagement surveys and exit interviews to, among other things, gauge our employees’ perspective on the company.
In December 2024, we announced the commercial launch of TETRA Oasis TDS, an end-to-end water treatment and desalination technology for beneficial re-use and mineral extraction applications for oil and gas well produced water.
In December 2024, we announced the commercial launch of TETRA Oasis Total Desalination Solution ("TETRA Oasis TDS”), a patented end-to-end water treatment and desalination technology designed for beneficial re-use and mineral extraction applications from oil and gas produced water.
Completion of this FEED study and reservoir analysis were incremental steps for TETRA to complete an initial and preliminary economic analysis. During 2023, we completed a Technical Report Summary (the “Resources Report”) for our 6,138 acre “Evergreen Brine Unit” in Arkansas. The Resources Report included both “measured” and “indicated” resources in addition to the “inferred” category.
Completion of this FEED study and reservoir analysis were incremental steps for TETRA to complete an initial and preliminary economic analysis. During 2023, we completed a Technical Report Summary (the “Resources Report”) for our 6,138 acre “Evergreen Brine Unit” in Arkansas, which was most recently updated in September 2025.
TETRA and Eos expect to collaborate for improved battery performance, cost and system life including a solution for the end of a battery’s life using TETRA's extensive experience with reclaiming and recycling zinc bromide.
("Eos") (NASDAQ: EOSE) involving a long-term supply and collaboration agreement to supply our ultra-pure zinc bromide TETRA PureFlow to Eos. TETRA and Eos expect to collaborate for improved battery performance, cost and system life including a solution for the end of a battery’s life using TETRA's extensive experience with reclaiming and recycling zinc bromide.
Following a period of depressed commodity prices during 2020, prices experienced significant recoveries beginning in the second half of 2021 and continued through 2022, but declined slightly during 2023 and remained consistent during 2024.
Demand for products and services of our Completion Fluids & Products Segment remained resilient despite pandemic impacts on commodity prices in 2020. Following a period of depressed commodity prices during 2020, prices experienced significant recoveries beginning in the second half of 2021 and continued through 2022, but declined slightly during 2023 and remained consistent during 2024.
Failure to comply with these laws and regulations or associated permits may result in the assessment of administrative, civil or criminal fines and penalties, the imposition of other corrective action obligations or other injunctive relief, or both. Our operations in the United States are subject to various evolving environmental laws and regulations that are enforced by the U.S.
Failure to comply with these laws and regulations or associated permits may result in the assessment of administrative, civil or criminal fines and penalties, the imposition of other corrective action obligations or other injunctive relief, or both.
Our corporate headquarters are located at 24955 Interstate 45 North, The Woodlands, Texas, 77380. Our phone number is 281-367-1983 and our website is www.onetetra.com.
Our corporate headquarters are located at 10000 Energy Drive, Spring, Texas, 77389. Our phone number is 281-367-1983 and our website is www.onetetra.com.
Environmental Protection Agency (“EPA”); the Bureau of Safety and Environmental Enforcement (“BSEE”) of the U.S. Department of the Interior; the U.S. Coast Guard; and various other federal, state, and local environmental authorities. Similar laws and regulations, designed to protect the health and safety of our employees and visitors to our facilities, are enforced by the U.S.
Our operations in the United States are subject to various evolving environmental laws and regulations that are enforced by the EPA; the Bureau of Safety and Environmental Enforcement (“BSEE”) of the U.S. Department of the Interior; the U.S. Coast Guard; and various other federal, state, and local environmental authorities.
Standard Lithium delivered a notice to exercise this option to acquire those lithium rights in a portion of our Arkansas leases located outside of the Evergreen Brine Unit on October 6, 2023.
Standard Lithium delivered a notice to exercise this option to acquire those lithium rights in a portion of our Arkansas leases located outside of the Evergreen Brine Unit on October 6, 2023. See Note 2 - “Basis of Presentation and Significant Accounting Policies” and Note 14 - “Fair Value Measurements” in the Notes to Consolidated Financial Statements for further information.
Market Overview and Competition Our operations are highly dependent upon the demand for, and production of, natural gas and oil in the various domestic and international locations in which we operate. Demand for products and services of our Completion Fluids & Products Division remained resilient despite pandemic impacts on commodity prices in 2020.
The Water & Flowback Services Segment purchases water management and production testing equipment and components from third-party manufacturers. 4 Market Overview and Competition Our operations are highly dependent upon the demand for, and production of, natural gas and oil in the various domestic and international locations in which we operate.
The Water & Flowback Services Division’s patented and patent-pending equipment and processes include advanced hydrocyclones for sand management, certain produced- and fresh-water blending technologies, and the TETRA Steel 1200, a lay-flat hose rapid deployment water transfer system.
These services include fresh and produced water analysis, treatment, and recycling, blending and distribution, storage and transfer, engineering, and environmental risk mitigation. The Water & Flowback Services Segment’s patented and patent-pending equipment and processes include advanced hydrocyclones for sand management, certain produced- and fresh-water blending technologies.
No single customer provided 10% or more of our total consolidated revenues during the years ended December 31, 2024, 2023, or 2022. Other Business Matters Human Capital Management We collaborate as a team to execute for each other, our customers, and our shareholders. As of December 31, 2024, we employed approximately 1,400 people worldwide.
Other Business Matters Human Capital Management We collaborate as a team to execute for each other, our customers, and our shareholders. As of December 31, 2025, we employed approximately 1,400 people worldwide. None of our U.S. employees are presently covered by a collective bargaining agreement.
In August 2021, we announced completion of a preliminary technical assessment by an independent geological consulting firm to assess lithium and bromine exploration targets in our Southwest Arkansas brine leases. Bromine is a key mineral component in zinc-bromide energy storage systems and our TETRA PureFlow is an ultra-pure zinc bromide, which has been qualified by several battery technology companies.
The Completion Fluids & Products Segment manufactures and sells zinc bromide battery electrolyte for the long-duration battery energy storage market. Bromine is a key mineral component in zinc-bromide energy storage systems and our TETRA PureFlow is an ultra-pure zinc bromide, which has been qualified by several battery technology companies.
Should we experience similar supply constraints in the future, we may experience future financial impact, the magnitude of which is uncertain. We currently lease over 40,000 gross acres of brine leases near Magnolia, Arkansas, which contain bromine and lithium. See our disclosures titled “Bromine and Lithium Resources” set forth in Part I, “Item 2. Properties” of this Annual Report.
We executed bridging bromine supply agreements to secure access to additional volumes of bromine through 2027 from LANXESS and other suppliers. We currently lease over 40,000 gross acres of brine leases near Magnolia, Arkansas, which contain bromine, lithium, magnesium, manganese and other key critical minerals. See our disclosures titled “Mineral Resources” set forth in Part I, “Item 2.
The final rule may be repealed or modified by the Trump administration, though we cannot predict the substance or timing of such changes, if any.
As a result, while the obligation for the fee remains, implementation is stalled until new rules are developed and take effect, which may not occur until 2034. The final rule may be repealed or modified by the current administration, though we cannot predict the substance or timing of such changes, if any.
Water & Flowback Services Division Our Water & Flowback Services Division provides a wide variety of water management services that support hydraulic fracturing in unconventional well completions for domestic onshore oil and gas operators. These services include fresh and produced water analysis, treatment, and recycling, blending and distribution, storage and pit lining, transfer, engineering, and environmental risk mitigation.
The Resources Report included both “measured” and “indicated” resources in addition to the “inferred” category. Water & Flowback Services Segment Our Water & Flowback Services Segment provides a wide variety of water management services that support hydraulic fracturing in unconventional well completions for domestic onshore oil and gas operators.
Moeller Senior Vice President – Global Supply Chain and Chemicals Roy E. McNiven Senior Vice President – Energy Services Operations Alicia P. Boston General Counsel and Chief Compliance Officer Jacek M. Mucha Vice President – Finance, Treasurer, and Assistant Secretary Directors: Mark E. Baldwin Former executive vice president and chief financial officer of Dresser-Rand Group, Inc. Thomas R. Bates, Jr.
Sanderson Executive Vice President and Chief Commercial Officer Tim Moeller Senior Vice President of Global Supply Chain and Chemicals Roy E. McNiven Senior Vice President of Energy Services Operations Alicia P.
We are committed to pursuing low-carbon energy initiatives that leverage our fluids and aqueous chemistry core competencies, our significant bromine and lithium assets and technologies, and our leading calcium chloride production capabilities.
We completed installation of our bulk electrolyte tanker loading system at our West Memphis plant to supply TETRA PureFlow+ battery electrolyte to Eos as it ramps up its production in early 2026. We are committed to pursuing low-carbon energy initiatives that leverage our fluids core chemistry competencies, our significant mineral resources, technologies, and our leading calcium chloride production capabilities.
Occupational Safety and Health Administration, and other state and local agencies and authorities.
Similar laws and regulations, designed to protect the health and safety of our employees and visitors to our facilities, are enforced by the U.S. Occupational Safety and Health Administration, and other state and local agencies and authorities.
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We have two reportable segments - Completion Fluids & Products Division and Water & Flowback Services Division.
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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.
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Properties” of this Annual Report), and our leading calcium chloride production capabilities. The Completion Fluids & Products Division manufactures and sells zinc bromide battery electrolyte for the long-duration energy battery storage market.
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As artificial intelligence and cloud computing drive rapid growth in data center power demand, scalable long-duration energy storage is becoming increasingly critical. Our proprietary TETRA PureFlow zinc bromide electrolyte is a key input to these systems, supporting safe, non‑flammable performance at utility scale. We have continued our strategic 2 arrangement with Eos Energy Enterprises, Inc.
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The lithium battery market is a rapidly growing market, affording us the potential opportunity to participate in a meaningful way. In December, 2021, we announced a strategic agreement with Eos Energy Enterprises, Inc. ("Eos") (NASDAQ: EOSE) involving a 2 long-term supply and collaboration agreement to supply our ultra-pure zinc bromide TETRA PureFlow to Eos.
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The United States oil and gas industry is facing an increasingly urgent challenge in managing produced water, particularly in high‑activity regions where wastewater is injected into saltwater disposal wells and rising downhole formation pressures are constraining traditional disposal capacity and increasing regulatory scrutiny. Concurrently, the rapid expansion of data centers is driving incremental demand for reliable and sustainable water supplies.
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Further steps are required before making a decision to develop the bromine assets, which may include drilling an additional well or wells, further studies to mature the resource and completion of a pre-feasibility and/or feasibility study.
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During 2025, our desalination field pilot operation with EOG Resources, Inc (NYSE: EOG, “EOG”) consistently treated produced water to standards meeting U.S. Environmental Protection Agency (“EPA”) and Texas Railroad Commission requirements, as well as customer specifications. Following the commercial announcement of our TETRA Oasis TDS, we engaged a third-party firm and launched the engineering design of a first commercial plant.
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During the fourth quarter of 2024, the Water & Flowback Services Division completed a commercial pilot project for the desalination of Delaware Basin produced water for a major North America oil and gas operator. The desalinated water was tested against published Texas Railroad Commission standards for beneficial re-use water at both TETRA's laboratory and an independent third-party laboratory.
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The front-end engineering design has been completed, and the estimated capital and operating expenses are within our internal projections. We are engaged in commercial discussions with multiple customers for a variety of end markets.
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Subsequently, the treated water was sent to a third party for Whole Effluent Toxicity testing where it successfully passed all test parameters.
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Our sand management solutions include our TETRA SandStorm Advanced Cyclone Technology, standard gravity and cyclonic separators, dual pod filter, and horizontal filter system. Our TETRA SandStorm hydrocyclone sand separators and other sand management technology are integrated with our automated control system to provide remote monitoring and control of oil and gas operations in real time.
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On May 25, 2023, we entered into the Third Amendment to Bromine Requirements Sales Agreement (the “Amendment”) with LANXESS, which provides for, among other things, revised volume requirements, pricing, and related terms. The Amendment was effective April 1, 2023 and was entered into in connection with the entry into a settlement agreement in the Company’s arbitration with LANXESS.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor example, West Texas Intermediate oil prices averaged $94.90, $77.58, and $76.63 per barrel during 2022, 2023, and 2024, respectively. Over this same period, U.S. natural gas prices have also been volatile, with the Henry Hub price averaging $6.45, $2.53, and $2.15 per MMBtu during 2022, 2023, and 2024, respectively.
Biggest changeOver this same period, U.S. natural gas prices have also been volatile, with the Henry Hub price averaging $2.53, $2.15, and $3.51 per MMBtu during 2023, 2024, and 2025, respectively. 9 Prolonged volatility and low levels of oil and natural gas prices and supply and demand imbalances generate depressed levels of exploration, development, and production activity.
These investments will be subject to fair value measurement adjustments which will affect our financial results and there can be no assurance that the convertible notes will ultimately be repaid or converted in equity of the issuers. Changes in the economic environment have resulted, and could further result, in significant impairments of certain of our long-lived assets.
These investments will be subject to fair value measurement adjustments which have and will affect our financial results and there can be no assurance that the convertible notes will ultimately be repaid or converted in equity of the issuers. Changes in the economic environment have resulted, and could further result, in significant impairments of certain of our long-lived assets.
The Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the new term loan credit agreement) of not more than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the New Term Credit Agreement) of not less than $50.0 million at all times.
The Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the new term loan credit agreement) of not more than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the Term Credit Agreement) of not less than $50.0 million at all times.
On February 13, 2025, Arena Energy, LLC filed a complaint in U.S. District Court for the Southern District of Texas seeking indemnification from us and Maritech for decommissioning costs related to a Maritech oil and gas platform in the Gulf of America.
On February 13, 2025, Arena Energy, LLC filed a complaint in the U.S. District Court for the Southern District of Texas seeking indemnification from us and Maritech for decommissioning costs related to a Maritech oil and gas platform in the Gulf of America.
The market price of our common stock has fluctuated in the past and is subject to significant fluctuations in response to many factors, some of which are beyond our control, including the following: • our operational performance; • supply, demand, and prices of oil and natural gas; • the activity levels of our customers; • deviations in our earnings from publicly disclosed forward-looking guidance or analysts’ projections; • recommendations by research analysts that cover us and other companies in our industry; • risks related to acquisitions, divestitures and our growth strategy; • uncertainty about current global economic conditions; and • other general economic conditions.
The market price of our common stock has fluctuated in the past and is subject to significant fluctuations in response to many factors, some of which are beyond our control, including the following: • our operational performance; 13 • supply, demand, and prices of oil and natural gas; • the activity levels of our customers; • deviations in our earnings from publicly disclosed forward-looking guidance or analysts’ projections; • recommendations by research analysts that cover us and other companies in our industry; • risks related to acquisitions, divestitures and our growth strategy; • uncertainty about current global economic conditions; and • other general economic conditions.
Our Term Credit Agreement is scheduled to mature on January 1, 2030 and our ABL Credit Agreement is scheduled to mature on May 13, 2029. There can be no assurance that financial market conditions or borrowing terms at the times these existing debt agreements are renegotiated will be as favorable as the current terms and interest rates.
Our Term Credit Agreement is scheduled to mature on January 1, 2030 and our ABL Credit Agreement is scheduled to mature on May 13, 2029. There can be no assurance that financial market conditions or borrowing terms at the times these existing debt agreements are renegotiated will be as favorable as the current terms and 17 interest rates.
Some of these fluctuations have been unrelated to operating performance and are attributable, in part, to outside factors such as general economic conditions, including the impact of the ongoing Russia-Ukraine conflict, conflict in the Israel-Gaza region, continued hostilities in the Middle East, maritime piracy attacks, and fear of a global recession.
Some of these fluctuations have been unrelated to operating performance and are attributable, in part, to outside factors such as general economic conditions, including the impact of the ongoing Russia-Ukraine conflict, conflict in the Israel-Gaza region, continued hostilities in the Middle East, maritime piracy attacks, inflation, and fear of a global recession.
Pursuant to a Bonding Agreement entered into as part of the Orinoco transactions (the “Bonding Agreement”), Orinoco provided non-revocable performance bonds in an aggregate amount of $46.8 million to cover the Orinoco Lease Liabilities (the “Initial Bonds”) and agreed to replace the Initial Bonds with other non-revocable performance bonds in the aggregate sum of $47.0 million (collectively, the “Replacement Bonds”).
Pursuant to a Bonding Agreement entered into as part of the Orinoco transactions (the “Bonding Agreement”), Orinoco provided non-revocable performance bonds in an aggregate amount of $46.8 million to cover the Orinoco Lease Liabilities (the “Initial Bonds”) and agreed to replace the Initial Bonds with other non-revocable performance bonds in the aggregate sum of $47.0 million (collectively, the 15 “Replacement Bonds”).
We sell a variety of CBFs to the oil and gas industry and non-energy markets, including calcium chloride, calcium bromide, zinc bromide, zinc calcium bromide, sodium bromide, formate-based brines, and our TETRA CS Neptune fluids, some of which we manufacture and some of which are purchased from third parties. Sales of these products contribute significantly to our revenues.
We sell a variety of CBFs to the oil and gas industry and non-energy markets, including calcium chloride, calcium bromide, zinc bromide, zinc calcium bromide, sodium bromide, formate-based brines, and our TETRA Neptune fluids, some of which we manufacture and some of which are purchased from third parties. Sales of these products contribute significantly to our revenues.
Other factors, such as heightened competition, changes in sales and distribution channels, availability of skilled labor and contract services, shortages in raw materials, or inability to obtain supplies at reasonable prices, may also affect the cost of sales and the fluctuation of gross margin in future periods.
Other factors, such as heightened competition, changes in sales and distribution channels, availability of skilled labor and contract services, shortages in raw materials, or inability to obtain supplies, such as bromine, at reasonable prices, may also affect the cost of sales and the fluctuation of gross margin in future periods.
The volatility of our common stock may make it difficult to resell shares of our common stock at attractive prices. 13 Our long-term debt agreements contain covenants and other provisions that restrict our ability to take certain actions and may limit our ability to operate or grow our business in the future.
The volatility of our common stock may make it difficult to resell shares of our common stock at attractive prices. Our long-term debt agreements contain covenants and other provisions that restrict our ability to take certain actions and may limit our ability to operate or grow our business in the future.
These developments, coupled with recent volatility in the surety market with respect to covering OCS obligations, have the potential to increase operating costs for lease owners and operators in the Gulf of America and reduce the availability of surety bonds due to the increased demands for such bonds. The U.S.
These developments, coupled with recent volatility in the surety market with respect to covering OCS obligations, have the potential to increase operating costs for lease owners and operators in the Gulf of America and reduce the availability of surety bonds due to the increased demands for such bonds. 16 The U.S.
If these companies are unable to satisfy their obligations, it will increase the possibility that we will become liable for such decommissioning obligations in the future. 16 Our operating results and cash flows for certain of our subsidiaries are subject to foreign currency risk.
If these companies are unable to satisfy their obligations, it will increase the possibility that we will become liable for such decommissioning obligations in the future. Our operating results and cash flows for certain of our subsidiaries are subject to foreign currency risk.
New drilling, completion, and production technologies and equipment are constantly evolving. If we are unable to adapt to new advances in technology or replace older assets with new assets, we are at risk of losing 11 customers and market share.
New drilling, completion, and production technologies and equipment are constantly evolving. If we are unable to adapt to new advances in technology or replace older assets with new assets, we are at risk of losing customers and market share.
Increased attention to climate change and 20 environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us or our customers.
Increased attention to climate change and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us or our customers.
In addition, such laws, regulations, treaties, or international agreements could result in increased compliance costs, capital spending requirements, or additional operating restrictions for us, which may have a negative impact on our financial results. 18 In addition to increasing our risk of environmental liability, the rigorous enforcement of environmental laws and regulations has accelerated demand for our products and services in some of the markets we serve.
In addition, such laws, regulations, treaties, or international agreements could result in increased compliance costs, capital spending requirements, or additional operating restrictions for us, which may have a negative impact on our financial results. 19 In addition to increasing our risk of environmental liability, the rigorous enforcement of environmental laws and regulations has accelerated demand for our products and services in some of the markets we serve.
For example, President Biden previously issued an executive order that effectively paused new leasing activities for oil and gas exploration and production on non-Indian federal lands and offshore waters pending completion of a comprehensive 22 review and reconsideration of federal oil and gas permitting and leasing practices that take into consideration potential climate and other impacts associated with oil and gas activities on such lands and waters.
For example, President Biden previously issued an executive order that effectively paused new leasing activities for oil and gas 23 exploration and production on non-Indian federal lands and offshore waters pending completion of a comprehensive review and reconsideration of federal oil and gas permitting and leasing practices that take into consideration potential climate and other impacts associated with oil and gas activities on such lands and waters.
Additionally, President Trump revoked any purported financial commitment made by the United States pursuant to the same, The full impact of these actions is uncertain at this time. 19 Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States.
Additionally, President Trump revoked any purported financial commitment made by the United States pursuant to the same, The full impact of these actions is uncertain at this time. 20 Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States.
As of December 31, 2024, we had $190.0 million principal outstanding under our Term Credit Agreement and no balance outstanding under our ABL Credit Agreement. These credit facilities consist of floating rate loans that bear interest at an agreed upon percentage rate spread above the secured overnight financing rate (“SOFR”) or an alternate base rate.
As of December 31, 2025, we had $190.0 million principal outstanding under our Term Credit Agreement and no balance outstanding under our ABL Credit Agreement. These credit facilities consist of floating rate loans that bear interest at an agreed upon percentage rate spread above the secured overnight financing rate (“SOFR”) or an alternate base rate.
To the extent severe drought or other weather-related conditions prevent our customers from obtaining needed water, frac water operations may not be possible and our Water & Flowback Services Division business may be negatively affected. Further, a portion of our operations is susceptible to adverse weather conditions in the Gulf of America, including hurricanes and other extreme weather conditions.
To the extent severe drought or other weather-related conditions prevent our customers from obtaining needed water, frac water operations may not be possible and our Water & Flowback Services Segment business may be negatively affected. Further, a portion of our operations is susceptible to adverse weather conditions in the Gulf of America, including hurricanes and other extreme weather conditions.
Weather-Related Risks Certain of our operations are seasonal and depend, in part, on weather conditions. In addition, severe weather, including named windstorms, and severe winter weather, can cause damage and disruption to our businesses. In certain markets, the Water & Flowback Services Division’s onshore water management services can be dependent on adequate water supplies being available to our customers.
Weather-Related Risks Certain of our operations are seasonal and depend, in part, on weather conditions. In addition, severe weather, including named windstorms, and severe winter weather, can cause damage and disruption to our businesses. In certain markets, the Water & Flowback Services Segment’s onshore water management services can be dependent on adequate water supplies being available to our customers.
In addition, independent third parties may develop competitive or superior technologies. 17 Additionally, the tools, techniques, methodologies, programs, and components we use to provide our services and products may infringe upon or otherwise violate the intellectual property rights of others or be challenged on that basis.
In addition, independent third parties may develop competitive or superior technologies. 18 Additionally, the tools, techniques, methodologies, programs, and components we use to provide our services and products may infringe upon or otherwise violate the intellectual property rights of others or be challenged on that basis.
Additionally, to the extent ESG matters negatively impact our 21 reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely affect our operations. Such ESG matters may also impact our customers, which may result in reduced demand for certain of our products and services.
Additionally, to the extent ESG matters negatively impact our 22 reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely affect our operations. Such ESG matters may also impact our customers, which may result in reduced demand for certain of our products and services.
Utilization of our Tax Attributes may be subject to a significant annual limitation as a result of prior or future “ownership changes.” Determining the limitations under Section 382 is technical and highly complex, and no assurance can be given that, upon further analysis, our ability to take advantage of our NOLs or other Tax Attributes will not be limited to a greater extent than we currently anticipate.
Utilization of our Tax Attributes may be subject to a significant annual limitation as a result of prior or future “ownership changes.” Determining the limitations under Section 382 is technical and highly complex, and no assurance can be given that, upon further analysis, our ability to utilize our NOLs or other Tax Attributes will not be limited to a greater extent than we currently anticipate.
We and Saltwerx continue to evaluate the potential development of and the negotiation of the joint venture for the Evergreen Brine Unit and are continuing to advance the engineering studies required to more precisely define the lithium project economics.
(“Magrathea”). We and Saltwerx continue to evaluate the potential development of and the negotiation of the joint 12 venture for the Evergreen Brine Unit and are continuing to advance the engineering studies required to more precisely define the lithium project economics.
If we are unable to acquire these raw materials at reasonable prices, or at all, for a prolonged period, our Completion Fluids & Products Division business could be materially and adversely affected. Operating and Technological Risks We have technological and age-obsolescence risk, both with our products and services as well as with our equipment assets.
If 11 we are unable to acquire these raw materials at reasonable prices, or at all, for a prolonged period, our Completion Fluids & Products Segment business could be materially and adversely affected. Operating and Technological Risks We have technological and age-obsolescence risk, both with our products and services as well as with our equipment assets.
We cannot predict what actions, if any, and on what timing, the new Administration may take with respect to these matters; however, the ultimate impact of BOEM’s 2024 rule, and other rulemaking, is presently unclear given a recent Executive Order issued by the Trump Administration. Still, any further revisions to the U.S.
We cannot predict what actions, if any, and on what timing, the current administration may take with respect to these matters; however, the ultimate impact of BOEM’s 2024 rule, and other rulemaking, is presently unclear given a recent Executive Order issued by the current administration. Still, any further revisions to the U.S.
We have continuing exposure to abandonment and decommissioning obligations associated with oil and gas properties previously owned by Maritech. From 2001 to 2012, our former subsidiary, Maritech Resources, Inc. (“Maritech”), acquired, produced, and operated various oil and gas properties in the Gulf of America and eventually sold the various oil and gas producing properties in numerous transactions to different buyers.
We have continuing exposure to abandonment and decommissioning obligations associated with oil and gas properties previously owned by Maritech. From 2001 to 2012, our former subsidiary, Maritech, acquired, produced, and operated various oil and gas properties in the Gulf of America and eventually sold the various oil and gas producing properties in numerous transactions to different buyers.
Economic sanctions and other regulations imposed by the United States and other international countries as a result of the conflict involving Russia and Ukraine, Israel and Gaza region, hostilities in the Middle East, or maritime piracy attacks may disrupt supplies or affect the prices of certain raw materials.
Economic sanctions and other regulations imposed by the United States and other international countries as a result of the conflict involving Russia and Ukraine, Israel and Gaza region, hostilities in the Middle East, or maritime piracy attacks has disrupted and may again disrupt supplies or affect the prices of certain raw materials.
In addition to proven bromine reserves, our Arkansas brine leases currently contain probable bromine reserves and inferred, indicated and measured resources of lithium and bromine, and we may never convert any of these resources to proven mineral reserves on these properties, or enough of them to justify the decision to engage in the extraction of lithium and/or bromine.
In addition to proven bromine reserves, our Arkansas brine leases currently contain probable bromine reserves, inferred, indicated and measured resources of lithium and bromine and measured and indicated resources of magnesium, and we may never convert any of these resources to proven mineral reserves on these properties, or enough of them to justify the decision to engage in the extraction of lithium, bromine, magnesium and/or other minerals.
Unless and until we finalize any contractual agreements with Saltwerx, including a joint venture agreement, our relationship with Saltwerx will be governed by the MOU and the Brine Unit Operating Agreement approved by the Arkansas Oil and Gas Commission. See “Item 2. Properties—Bromine and Lithium Resources” for more information regarding the MOU.
Unless and until we finalize any contractual agreements with Saltwerx, including a joint venture agreement, our relationship with Saltwerx will be governed by the Memorandum of Understanding (“MOU”) and the Brine Unit Operating Agreement approved by the Arkansas Oil and Gas Commission. See “Item 2. Properties—Bromine and Lithium Resources” for more information regarding the MOU.
We may not be able to economically extract lithium or bromine from the leased acreage in our Arkansas brine leases.
We may not be able to economically extract lithium, bromine or other minerals from the leased acreage in our Arkansas brine leases.
Foreign Corrupt Practices Act, the U.K Bribery Act, or laws or legislation promulgated pursuant to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or other applicable anti-corruption regulations that generally prohibit the making of improper payments to foreign officials for the purpose of obtaining or keeping business.
Bribery Act, or laws or legislation promulgated pursuant to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or other applicable anti-corruption regulations that generally prohibit the making of improper payments to foreign officials for the purpose of obtaining or keeping business.
As a result of these uncertainties, no assurance can be given that any future exploration programs will result in the discovery of commercially viable mineral resources or reserves. Failure to effectively and timely execute any of our low carbon energy initiatives could have an adverse effect on our business and financial condition.
As a result of these uncertainties, no assurance can be given that any future exploration programs will result in the discovery of commercially viable mineral resources or reserves. Failure to effectively and timely execute any of our strategic growth initiatives could have an adverse effect on our business and financial condition.
If we, or the projects or partners we invest in, fail to execute our low carbon energy initiatives as planned, or if execution of such initiatives requires more time and capital than expected, demand for our technologies, services and mineral assets and consequently, our business, results of operations and financial condition could be adversely affected.
If we, or the projects or partners we invest in, fail to execute our strategic growth initiatives as planned, or if execution of such initiatives requires more time and capital than expected, demand for our technologies, services and mineral assets and consequently, our business, results of operations and financial condition could be adversely affected.
To the extent that the methane emissions charge is implemented as originally promulgated, it could decrease demand for oil and gas and consequently adversely affect the business of our customers, thereby reducing demand for our other services. Our operations, and those of our suppliers and customers, are subject to a series of risks arising from climate change.
To the extent that the methane emissions charge is implemented in 2034, it could decrease demand for oil and gas and consequently adversely affect the business of our customers, thereby reducing demand for our other services. Our operations, and those of our suppliers and customers, are subject to a series of risks arising from climate change.
Although we have long-term supply agreements with LANXESS, there is no assurance that we will have an adequate supply of elemental bromine or the other raw materials required for all of our CBF opportunities, or that such raw materials will be available at reasonable prices.
Although we have long-term supply agreements with LANXESS, there is no assurance that we will have an adequate supply of elemental bromine or the other raw materials required for all of our CBF opportunities, that we will be able to find other long-term supply agreements if needed or that such raw materials will be available at reasonable prices.
During the three-year period ending December 31, 2024, we recorded a total of $5.9 million of impairments and other charges for certain right-of-use lease assets, inventory and long-lived assets other than goodwill. See Note 6 - “Impairments and other charges” in the Notes to Consolidated Financial Statements for further discussion of impairments.
During the three-year period ending December 31, 2025, we recorded a total of $7.2 million of impairments and other charges for certain right-of-use lease assets, inventory and long-lived assets other than goodwill. See Note 5 - “Impairments and other charges” in the Notes to Consolidated Financial Statements for further discussion of impairments.
In addition, Completion Fluids & Products Division profitability in future periods will continue to be affected by the mix of its products and services, including the timing of TETRA CS Neptune completion fluid projects, which are also dependent upon the success of customer offshore exploration and drilling efforts.
In addition, Completion Fluids & Products Segment profitability in future periods will continue to be affected by the mix of its products and services, including the timing of TETRA Neptune completion fluid projects and sales of TETRA PureFlow Plus, which are also dependent upon the success of customer offshore exploration and drilling efforts.
Increasing attention to, and societal expectations on companies to address, climate change and other environmental and social impacts, investor, regulatory and societal expectations regarding voluntary and mandatory ESG-related disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our customers’ products, reduced profits, increased investigations and litigation, and negative impacts on our stock price and reduced access to capital markets.
Increased attention to ESG matters and conservation measures may adversely impact our or our customers’ business. 21 Increasing attention to, and societal expectations on companies to address, climate change and other environmental and social impacts, investor, regulatory and societal expectations regarding voluntary and mandatory ESG-related disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our customers’ products, reduced profits, increased investigations and litigation, and negative impacts on our stock price and reduced access to capital markets.
Our low carbon energy initiatives may also depend in part on successful development of partnerships with other companies, such as our partnership and investments in privately-held companies and our MOU and potential joint venture partnership with Saltwerx, and such partners’ execution of their own respective projects and business strategies.
Our strategic growth initiatives may also depend in part on successful development of partnerships with other companies, such as our partnership and investments in privately-held companies and our MOU and potential joint venture partnership with Saltwerx and potential joint venture with Magrathea, and such partners’ execution of their own respective projects and business strategies.
Prior to producing lithium and bromine from the Evergreen Brine Unit, we must complete a lithium FEED study and a feasibility study for our lithium acreage, validate the lithium technologies used, coordinate with the local utility co-op for the construction of power infrastructure to supply electricity to our plant site, complete detailed engineering for a processing facility, obtain permits for our extraction activities which could be subject to delays or onerous conditions, as well as finalize any contractual agreements with our potential joint venture partner, Saltwerx.
Prior to producing magnesium, lithium and/or bromine from TETRA’s brine leases, including the Evergreen Brine Unit, we must complete a lithium FEED study and a feasibility study for our lithium acreage, validate the lithium technologies used before lithium production begins, coordinate with the local utility co-op for the construction of power infrastructure to supply electricity to our plant site, complete detailed engineering for a processing facility, obtain permits for our extraction activities which could be subject to delays or onerous conditions, as well as finalize any contractual agreements with our potential joint venture partners, Saltwerx and Magrathea Metals, Inc.
During 2024, the closing price for our common stock ranged from a high of $4.93 per share to a low of $2.76 per share. In recent years, the stock market in general has experienced extreme price and volume fluctuations that have affected the market price for companies in industries similar to ours.
During 2025, the closing price for our common stock ranged from a high of $9.40 per share to a low of $2.13 per share. In recent years, the stock market in general has experienced extreme price and volume fluctuations that have affected the market price for companies in industries similar to ours.
Such potential impairment charges could have a material adverse impact on our operating results. 9 Factors affecting the prices of oil and natural gas include: the level of supply and demand for oil and natural gas, worldwide; governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; weather conditions, natural disasters, and health or similar issues, such as pandemics or epidemics; worldwide political, military, and economic conditions such as the Russia-Ukraine conflict, the conflict in the Israel-Gaza region and continued hostilities in the Middle East; the ability or willingness of the Organization of Petroleum Exporting Countries (“OPEC”) and non-OPEC countries, such as Russia, to set and maintain oil production levels; the levels of oil production in the U.S.; oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; the cost of producing and delivering oil and natural gas; and acceleration of the development of, and demand for, alternative energy sources.
See “Changes in the economic environment have resulted, and could further result, in significant impairments of certain of our long-lived assets.” Factors affecting the prices of oil and natural gas include: the level of supply and demand for oil and natural gas, worldwide; governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves; weather conditions, natural disasters, and health or similar issues, such as pandemics or epidemics; worldwide political, military, and economic conditions such as the Russia-Ukraine conflict, the conflict in the Israel-Gaza region and continued hostilities in the Middle East; the ability or willingness of the Organization of Petroleum Exporting Countries (“OPEC”) and non-OPEC countries, such as Russia, to set and maintain oil production levels; the levels of oil production in the U.S.; oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; the cost of producing and delivering oil and natural gas; and acceleration of the development of, and demand for, alternative energy sources.
To the extent elevated inflation remains, we may experience additional cost increases for our operations, including services, labor costs and equipment if our operating activity increases. If we can’t recover higher costs through higher prices for our services, it would negatively impact our business, financial condition and results of operations. We hold minority investments in both publicly-traded and privately-held companies.
To the extent elevated inflation remains, we may experience additional cost increases for our operations, including services, labor costs and equipment if our operating activity 10 increases. If we can’t recover higher costs through higher prices for our services, it would negatively impact our business, financial condition and results of operations.
Our facilities and systems, and those of our third-party service providers, have been and are vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, misdirected wire transfers, or other malicious or criminal activities.
However, there can be no assurance that future security breaches will not occur. Our facilities and systems, and those of our third-party service providers, have been and are vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, misdirected wire transfers, or other malicious or criminal activities.
In those countries and states in which NOLs are subject to an expiration period, our NOLs, if not utilized, will expire at various dates beginning in 2025 through 2043. We may be limited in the portion of our NOLs that we can use in the future to offset taxable income for United States, federal, state, and foreign income tax purposes.
In the jurisdictions in which NOLs are subject to an expiration period, our NOLs, if not utilized, will expire at various dates beginning in 2026 through 2041. We may be limited in the portion of our NOLs that we can use in the future to offset taxable income for U.S. federal, U.S. state, and non-U.S. income tax purposes.
If the Company is unable to use the Tax Attributes in years in which it has taxable income, the Company will pay significantly more in cash tax than if it were able to utilize the Tax Attributes, and those tax costs would negatively impact the Company’s financial position, results of operations and cash flows.
If we are unable to use the Tax Attributes in years in which we have taxable income, we would likely pay significantly more in cash tax than if we were able to utilize the Tax Attributes, and those tax costs would negatively impact our financial position, results of operations and cash flows.
Under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation experiences an “ownership change,” any NOLs, losses or deductions attributable to a “net unrealized built-in loss” and other tax attributes (“Tax Attributes”) could be substantially limited, and timing of the usage of such Tax Attributes could be substantially delayed.
Under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation experiences an “ownership change,” its NOLs and certain other tax attributes (“Tax Attributes”) could be substantially limited and the timing of the usage of such Tax Attributes could be substantially delayed.
Our continuing ability to comply with covenants in our Long-Term Debt Agreements depends largely upon our ability to generate adequate earnings and operating cash flow.
Our continuing ability to comply with covenants in our Long-Term Debt Agreements depends largely upon our ability to generate adequate earnings and operating cash flow. Our failure to comply with these covenants could result in an event of default.
See Note 11 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements for further discussion of decommissioning liabilities, the Bonding Agreement, and the process for replacement of the Orinoco bonds. 15 From time to time the U.S.
The estimates above exclude attorney fees, which cannot be reasonably determined. See Note 11 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements for further discussion of decommissioning liabilities, the Bonding Agreement, and the process for replacement of the Orinoco bonds. From time to time the U.S.
While the ultimate outcome of this matter cannot be predicted, we could potentially be liable for an estimated amount in the range of $5.8 million to $19.4 million, depending on the outcome of negotiations and whether other partners or property owners in the chain of title fulfill their respective obligations under their agreements.
While the ultimate outcome of this matter cannot be predicted, we could potentially be liable for an estimated amount in the range of $11.3 million to $27.0 million, before Maritech’s proportionate share of the bond proceeds (approximately $3.9 million), depending on the outcome of negotiations and whether other partners or property owners in the chain of title fulfill their respective obligations under their agreements.
In addition, the extraction of lithium and bromine from these brine leases will likely require a significant amount of time and capital, which may exceed current estimates and which may not be available to us on acceptable terms or at all. In August 2024, we published a definitive feasibility study for the production of bromine from our Evergreen Unit.
In addition, the extraction of lithium, bromine, magnesium and other minerals from these brine leases will likely require a significant amount of time and capital, which may exceed current estimates and which may not be available to us on acceptable terms or at all.
We and our affiliates operate in countries where governmental corruption has been known to exist. While we and our subsidiaries are committed to conducting business in a legal and ethical manner, there is a risk of violating the U.S.
We and our affiliates operate in countries where governmental corruption has been known to exist. While we and our subsidiaries have policies designed to enhance our conduct of business in a legal and ethical manner, there is a risk of violating the U.S. Foreign Corrupt Practices Act, the U.K.
We may not be able to utilize all or a portion of our net operating loss carryforwards or other tax benefits to offset future taxable income for U.S. federal, state or foreign tax purposes, which could adversely affect our financial position, results of operations and cash flows.
Any event of default under our Long-Term Debt Agreements could have a material adverse effect on our business, financial condition, results of operations and cash flows. 14 We may not be able to utilize all or a portion of our net operating loss carryforwards or other tax benefits to offset future taxable income for U.S. federal, U.S. state or non-U.S. tax purposes, which could adversely affect our financial position, results of operations and cash flows.
Additionally, certain employment practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve.
Certain statements with respect to ESG matters are becoming increasingly subject to heightened scrutiny from public and governmental authorities, as well as other parties, related to the risk of potential “greenwashing.” Additionally, certain employment practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve.
We are evaluating the allegations included in the complaint and intend to vigorously defend against the claims brought by Arena Energy, LLC but are presently unable to predict the duration, scope or result of this proceeding.
Such estimates are based on information known to us as of the time of this report and are subject to change. We are evaluating the allegations included in the complaints and intend to vigorously defend against the claims brought by Arena Energy, LLC and Anadarko, but are presently unable to predict the duration, scope or result of this proceeding.
Our future success may depend on our ability to effectively execute on our low carbon energy initiatives. This strategy depends on our ability to effectively identify, develop, and scale new technologies, expand application of our global infrastructure and chemistry expertise and on the economic viability of the extraction of lithium and bromine from our Arkansas brine leases.
This strategy depends on our ability to effectively identify, develop, and scale new technologies, such as TETRA Oasis TDS, expand application of our global infrastructure and chemistry expertise and on the economic viability of the extraction of lithium, bromine and other minerals from our Arkansas brine leases.
Such physical risks may also impact our suppliers, which may adversely affect our ability to provide our products and services. Increased attention to ESG matters and conservation measures may adversely impact our or our customers’ business.
Such physical risks may also impact our suppliers, which may adversely affect our ability to provide our products and services.
Even if successful, we could face increased costs from our pursuit of low carbon initiatives. For example, the exploration, development and extraction of brine and lithium from our Arkansas brine leases will likely require significant time and capital, and there is no guarantee of a return from these operations.
For example, the exploration, development and extraction of bromine, lithium and other minerals from our Arkansas brine leases will likely require significant time and capital, and there is no guarantee of a return from these operations.
Our operating results could be 10 significantly affected by fluctuations in the market value of these investments. In January 2025, we sold our Kodiak shares for proceeds of $19.0 million, net of transaction and broker fees. The value of our remaining investments may be adversely affected by negative changes in Standard Lithium’s results of operations, cash flows and financial position.
Our operating results could be significantly affected by fluctuations in the market value of this investment. In January 2025, we sold our Kodiak Gas Services, Inc. shares for proceeds of $19.0 million, net of transaction and broker fees.
We also have availability under our Asset-Based Credit Agreement (the “ABL Credit Agreement”), and under our revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”).
As of December 31, 2025, our total long-term debt outstanding of $181.4 million consisted of the carrying amount outstanding under our Term Credit Agreement, which matures in January 2030. We also have availability under our Asset-Based Credit Agreement (the “ABL Credit Agreement”), and under our revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”).
The Board of Directors has adopted the Tax Plan to protect the availability of the Company’s Tax Attributes. The Tax Plan is designed to reduce the likelihood that we experience an ownership change by deterring certain 14 acquisitions of our common stock.
Our Board of Directors has adopted the Tax Plan to preserve the availability of our Tax Attributes. The Tax Plan contributes to the preservation of our Tax Attributes by deterring certain acquisitions of our common stock, and is intended to reduce the risk that an ownership change under Section 382 occurs.
Additionally, the Securities and Exchange Commission published a final rule in March 2024 that would require registrants to make certain climate-related disclosures, including any climate targets and goals, and data on Scope 1 and 2 GHG emissions.
Additionally, the SEC published a final rule in March 2024 that would require registrants to make certain climate-related disclosures, including any climate targets and goals, and data on Scope 1 and 2 GHG emissions. However, the future of the rule is uncertain at this time given that its implementation has been stayed pending the outcome of legal challenges.
For example, Maritech is liable, with other third parties, for certain decommissioning obligations in the Gulf of America.
For example, Maritech is liable, with other third parties, for certain decommissioning obligations in the Gulf of America. In addition, Maritech and certain other interest owners have received decommissioning orders from BSEE and could receive additional decommissioning orders in the future.
We have adopted a Tax Benefits Preservation Plan (the “Tax Plan”) that is designed to protect our Tax Attributes. As of December 31, 2024, we had deferred tax assets associated with federal, state, and foreign net operating loss carryforwards/carrybacks (“NOLs”) equal to approximately $72.4 million, $9.0 million, and $7.7 million, respectively.
Our Board of Directors adopted a Tax Benefits Preservation Plan, which is designed to preserve our net operating loss carryforwards and other tax benefits. As of December 31, 2025, we had deferred tax assets associated with U.S. federal, U.S. state, and non-U.S. net operating loss carryforwards (“NOLs”) equal to approximately $66.3 million, $8.5 million, and $9.1 million, respectively.
Over time, the fair value of these investments may fluctuate significantly causing volatility in our financial results. As of December 31, 2024, we held investments in Kodiak Gas Services, Inc. (“Kodiak”) and Standard Lithium, which had fair values of $18.4 million and $1.2 million, respectively.
We hold minority investments in both publicly-traded and privately-held companies. Over time, the fair value of these investments may fluctuate significantly causing volatility in our financial results. As of December 31, 2025, we held an investment in Standard Lithium, which had a fair value of $3.6 million.
As of December 31, 2024, we also held investments valued at approximately $8.6 million in a convertible note, common units and preferred units issued by two privately-held companies.
The value of our remaining investment in Standard Lithium may be adversely affected by negative changes in Standard Lithium’s results of operations, cash flows and financial position. As of December 31, 2025, we also held investments valued at approximately $8.3 million in a convertible note, common units, and preferred units issued by two privately-held companies.
We may be unable to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service requirements, or other purposes. Legal, Regulatory, and Political Risks We operate in a highly competitive environment. If we are unable to maintain product and technology leadership, this could adversely affect any competitive advantage we hold.
We may be unable to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service requirements, or other purposes. Legal, Regulatory, and Political Risks Current geopolitical events and macroeconomic conditions could adversely affect our business, financial condition and results of operations.
Prolonged volatility and low levels of oil and natural gas prices and supply and demand imbalances generate depressed levels of exploration, development, and production activity. If oil and natural gas prices decline significantly and supply and demand imbalances persist, there would be a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
If oil and natural gas prices decline significantly and supply and demand imbalances persist, there would be a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. Should current market conditions worsen for an extended period of time, we may be required to record additional asset impairments.
We also invest in security technology, perform penetration tests from time to time, and design our business processes to attempt to mitigate the risk of such breaches. 23 However, there can be no assurance that future security breaches will not occur.
We do carry insurance against these risks, although the potential damages we might incur could exceed our available 24 insurance coverage. We also invest in security technology, perform penetration tests from time to time, and design our business processes to attempt to mitigate the risk of such breaches.
Furthermore, execution of our low carbon initiatives are subject to a number of permitting, real estate, and project development risks, which could delay, limit, or even prevent the 12 successful execution of these initiatives. Moreover, we cannot guarantee that the low carbon initiatives we may identify will meet the expectations of our various stakeholders.
In addition, the demand for our new technologies or products, such TETRA Oasis TDS and TETRA PureFlow Plus, may not materialize as expected. Furthermore, execution of our strategic growth initiatives are subject to a number of permitting, real estate, and project development risks, which could delay, limit, or even prevent the successful execution of these initiatives.
Environmental Protection Agency (“EPA”), including those sources in the onshore petroleum and natural gas production and gathering and boosting source categories. The methane emissions charge began in calendar year 2024 at $900 per ton of methane, increases to $1,200 in 2025, and will be set at $1,500 for 2026 and each year after.
Environmental Protection Agency (“EPA”), including those sources in the onshore petroleum and natural gas production and gathering and boosting source categories. The methane emissions charges were set to begin in calendar year 2024; however the One Big Beautiful Bill Act signed into law on July 4, 2025, postponed the effective date of methane emissions charges until 2034.
However, from time to time certain administrations have taken actions to repeal or revise such climate-related actions. For example, the regulation of methane from oil and gas facilities has been subject to uncertainty in recent years.
However, from time to time certain administrations have taken actions to repeal or revise such climate-related actions. For example, in February 2026, the EPA rescinded its 2009 GHG (“GHG”) Endangerment Finding and all subsequent federal GHG emission standards for vehicles and engines of model years 2012 to 2027 and beyond.
Removed
Should current market conditions worsen for an extended period of time, we may be required to record additional asset impairments.
Added
For example, West Texas Intermediate oil prices averaged $77.58, $76.63, and $65.45 per barrel during 2023, 2024, and 2025, respectively.
Removed
As of December 31, 2024, our total long-term debt outstanding of $179.7 million consisted of the carrying amount outstanding under our credit facility. Our credit facility matures in January 2030 and consists of a $190.0 million funded term loan and a $75.0 million delayed-draw term loan (collectively the “Term Credit Agreement”).
Added
Such potential impairment charges could have a material adverse impact on our operating results.
Removed
Such estimates are based on information known to us as of the time of this report and are subject to change. In addition, Maritech and certain other interest owners have received decommissioning orders from BSEE and could receive additional decommissioning orders in the future.
Added
In September 2025, we published an updated definitive feasibility study and updated our technical resources report with respect to bromine, lithium, magnesium, manganese and other key minerals from our Evergreen Brine Unit.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s Vice President of Information Technology or Chief Financial Officer update the Audit Committee on our cybersecurity risk profile typically on a quarterly basis, and review with our Board of Directors at least annually.
Biggest changeThe Company’s Vice President of Information Technology or Chief Financial Officer update the Audit Committee on our cybersecurity risk profile on a periodic basis, and review our cybersecurity risk profile with our Board of Directors at least annually.
Board of Directors’ Oversight and Management’s Role Management is responsible for assessing, identifying, and managing risks from cybersecurity threats. The Company focuses on current and emerging cybersecurity matters. The Company’s cybersecurity processes are led by the Vice President of Information Technology, who reports to the Company’s Chief Financial Officer, including 25 with respect to emerging cybersecurity incidents.
Board of Directors’ Oversight and Management’s Role Management is responsible for assessing, identifying, and managing risks from cybersecurity threats. The Company focuses on current and emerging cybersecurity matters. The Company’s cybersecurity processes are led by the Vice President of Information Technology, who reports to the Company’s Chief Financial Officer, including with respect to emerging cybersecurity incidents.
They are responsible for implementing cybersecurity policies, programs, procedures, and strategies. To facilitate effective oversight, our Vice President of Information Technology holds discussions on cybersecurity risks, incident trends, and the effectiveness of cybersecurity measures as necessitated by emerging material cyber risks.
They are responsible for implementing cybersecurity policies, 26 programs, procedures, and strategies. To facilitate effective oversight, our Vice President of Information Technology holds discussions on cybersecurity risks, incident trends, and the effectiveness of cybersecurity measures as necessitated by emerging material cyber risks.
We use internal and third-party tools and technologies to aid us in seeking to protect our network and internal systems from unauthorized access, intrusion, or disruption, including those described below. 24 Risk Assessment Assessments are conducted across our systems, networks, and data infrastructure to identify potential cybersecurity threats and vulnerabilities.
We use internal and third-party tools and technologies to aid us in seeking to protect our network and internal systems from unauthorized access, intrusion, or disruption, including those described below. 25 Risk Assessment Assessments are conducted across our systems, networks, and data infrastructure to identify potential cybersecurity threats and vulnerabilities.
In the ordinary course of our business, we collect and store sensitive data in our data centers and on our networks, including intellectual property, proprietary business information, critical operating information, information regarding suppliers, customers and business partners, including certain personally identifiable information.
In the ordinary course of our business, we collect and store sensitive data in our data centers and on our networks and private cloud networks, including intellectual property, proprietary business information, critical operating information, information regarding suppliers, customers and business partners, including certain personally identifiable information.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn addition, we own a 28,000 square foot technical facility in The Woodlands, Texas, to service our Completion Fluids & Products and Water & Flowback Services Divisions’ operations. Bromine and Lithium Resources Our Completion Fluids & Products Division leases approximately 40,000 gross acres of brine leases in Magnolia, Arkansas, which contain bromine and lithium.
Biggest changeSee Note 7 - “Leases” in the Notes to Consolidated Financial Statements for further information related to our corporate headquarters. In addition, we own a 28,000 square foot technical facility in The Woodlands, Texas, to service the operations of our Completion Fluids & Products Segment and Water & Flowback Services Segment.
Item 2. Properties. Our facilities consist primarily of our corporate headquarters facility, chemical plants, processing plants and distribution facilities. We believe our facilities are adequate for our present needs. We also hold brine leases on acreage which contains bromine and lithium.
Item 2. Properties. Our facilities consist primarily of chemical plants, processing plants, distribution facilities and our corporate headquarters facility. We believe our facilities are adequate for our present needs. We also hold brine leases on acreage which contains bromine and lithium.
Long term, we believe that lithium prices will rebound to levels that support increased investment in supply, especially from the United States, and we and our Evergreen Unit partner remain focused on completing all the engineering studies required to define the lithium project economics.
Long term, we believe that lithium prices will rebound to levels that support increased investment in supply, especially from the United States, and we and our Evergreen Unit lithium partner remain focused on completing all the engineering studies required to define the lithium project economics.
With respect to approximately 35,000 gross acres of that total acreage, we had previously entered into an agreement granting Standard Lithium an option to acquire the lithium rights in that acreage located outside of the Evergreen Brine Unit. The agreements governing this option contemplate a 2.5% royalty that 26 Standard Lithium would pay us based on gross lithium revenues.
With respect to approximately 35,000 gross acres of that total acreage, we had previously entered into an agreement granting Standard Lithium an option to acquire the lithium rights in that acreage located outside of the Evergreen Brine Unit. The agreements governing 27 this option contemplate a 2.5% royalty that Standard Lithium would pay us based on gross lithium revenues.
The facility provides engineering, testing, blending, filtration, and storage for the full line of TETRA fluids, including clear-brine and zinc-free/formate-free fluids, as well as chemical additives. In addition to the production facilities described above, the Completion Fluids & Products Division owns or leases multiple service center facilities in the United States and in other countries.
The facility provides engineering, testing, blending, filtration, and storage for the full line of TETRA fluids, including clear-brine and zinc-free/formate-free fluids, as well as chemical additives. In addition to the production facilities described above, the Completion Fluids & Products Segment owns or leases multiple service center facilities in the United States and in other countries.
Facilities Completion Fluids & Products Division Our Completion Fluids & Products Division facilities include six operating chemical production plants located in the states of Arkansas, California, Louisiana, and West Virginia, and the country of Finland, having a total production capacity of more than 1.1 million equivalent liquid tons per year.
Facilities Completion Fluids & Products Segment Our Completion Fluids & Products Segment facilities include six operating chemical production plants located in the states of Arkansas, California, Louisiana, and West Virginia, and the country of Finland, having a total production capacity of more than 1.1 million equivalent liquid tons per year.
Water & Flowback Services Division The Water & Flowback Services Division conducts its operations through production testing and water management service centers (most of which are leased) in the United States, located in Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas.
Water & Flowback Services Segment The Water & Flowback Services Segment conducts its operations through production testing and water management service centers (most of which are leased) in the United States, located in Louisiana, New Mexico, Oklahoma, Pennsylvania and Texas.
Any effort to pursue the extraction of lithium and bromine from these brine leases would likely require a significant amount of time and capital, which may exceed current estimates.
Any effort to pursue the extraction of lithium, bromine and other minerals from these brine leases would likely require a significant amount of time and capital, which may exceed current estimates.
We expect that we will be able to develop or utilize evolving commercial technologies to economically remove the bromine and lithium from the brine underlying our acreage before the brine is reinjected back down into the 27 subsurface aquifer but whether we will ultimately be able to economically remove the bromine and lithium materials will depend on the outcome of further studies.
We expect that we will be able to develop or utilize evolving commercial technologies to economically remove the bromine, lithium and other minerals from the brine underlying our acreage before the brine is reinjected back down into the subsurface aquifer but whether we will ultimately be able to economically remove the bromine, lithium and other minerals will depend on the outcome of further studies.
The following information describes facilities that we (i) leased or owned and (ii) leased acreage as of December 31, 2024.
The following information describes facilities that we (i) leased or owned and (ii) leased acreage as of December 31, 2025.
The Completion Fluids & Products Division also leases several offices and numerous terminal locations in the United States and in other countries.
The Completion Fluids & Products Segment also leases several offices and numerous terminal locations in the United States and in other countries.
Should any such decision be made to pursue the development of either one or both of these materials, it would also be necessary to obtain permits for our extraction activities which could be subject to delays or onerous conditions, as well as finalize any contractual agreements with our potential joint venture partner, Saltwerx .
Should any such decision be made to pursue the development of the lithium resources, it would also be necessary to obtain permits for our extraction activities which could be subject to delays or onerous conditions, as well as finalize any contractual agreements with our potential joint venture partners, Saltwerx and Magrathea .
In 2024, we continued to follow up on prior exploration work regarding bromine and lithium materials that may be present in our approximately 40,000 gross acres of brine leases in the Smackover Formation in Southwest Arkansas.
Since acquiring this acreage, we have engaged in various exploratory activities with respect to our brine leases. In 2024, we continued to follow up on prior exploration work regarding bromine and lithium materials that may be present in our approximately 40,000 gross acres of brine leases in the Smackover Formation in Southwest Arkansas.
While we have completed a definitive feasibility study with respect to bromine and an updated technical resources report for our Evergreen Brine Unit, we must also complete a lithium FEED study and a feasibility study for our lithium acreage and validate the lithium technologies used in order to be in a position to determine whether to proceed.
While we have advanced our bromine processing plant, we must also complete a FEED study and feasibility study for our acreage and validate the technologies used with respect to lithium and magnesium in order to be in a position to determine whether to proceed.
This acreage is leased for possible future development and as a source of supply for our bromine and other raw materials. We have rights to the brine, including rights to the bromine and lithium contained in the brine underlying this acreage, pursuant to certain brine leases and brine deeds with various landowners.
We have rights to the brine, including rights to the bromine and lithium contained in the brine underlying this acreage, pursuant to certain brine leases and brine deeds with various landowners.
In addition, the Water & Flowback Services Division has leased facilities in certain countries in Latin America, Europe, and the Middle East. Corporate Our headquarters is located in The Woodlands, Texas, in a 153,000 square foot office building, which is located on 2.6 acres of land, under a lease that expires in 2027.
In addition, the Water & Flowback Services Segment has leased facilities in certain countries in Latin America, Europe, and the Middle East. Corporate Our corporate headquarters is located in Spring, Texas, where we lease approximately 565,000 square feet under a lease that expires in 2039.
Unless and until we finalize any contractual agreements with Saltwerx, including a joint venture agreement, our relationship with Saltwerx will be governed by the MOU and the Unit Operating Agreement and there can be no assurance that we will agree to terms beyond those of the MOU and the Unit Operating Agreement.
Unless and until we finalize any contractual agreements with Saltwerx, including a joint venture agreement, our relationship with Saltwerx will be governed by the MOU and the Unit Operating Agreement and there can be no assurance that we will agree to terms beyond those of the MOU and the Unit Operating Agreement. 28 The basis for the lithium, bromine and other mineral resources is that hypersaline formation water, or brine, associated with some of the world’s oilfields and/or geothermal fields contains confined reservoirs, or aquifers, that are known to contain anomalous concentrations of lithium, bromine and other elements of interest.
Later, in August 2024, we announced the completion of a definitive feasibility study and an updated technical resources report (the “Resources Report”) for our Evergreen Brine Unit. The Resources Report updated the amounts previously reported in our January report issued in 2024 and incorporates the results of the definitive feasibility study, including bromine reserve determinations.
Later, in August 2024, we announced the completion of a definitive feasibility study and an updated technical resources report for our Evergreen Brine Unit. Elemental bromine is a critical feedstock for our deepwater completion clear brine fluids and for battery storage electrolyte products.
Removed
Standard Lithium delivered a notice to exercise this option to acquire lithium rights in the optioned acreage on October 6, 2023. Since acquiring this acreage, we have engaged in various exploratory activities with respect to our brine leases.
Added
Mineral Resources Our Completion Fluids & Products Segment leases approximately 40,000 gross acres of brine leases in Magnolia, Arkansas, which contain bromine, lithium, magnesium, manganese and other key minerals. This acreage is leased for possible future development and as a source of supply for our bromine and other raw materials.
Removed
The Company is continuing to evaluate these assets and has not made any final decisions about whether to proceed to development stages but is instead still focusing on sampling and analysis and the consideration of the financial implications of proceeding to commence operations to produce these materials.
Added
Standard Lithium exercised this option to acquire lithium rights in the optioned acreage on October 6, 2023. Smackover Lithium (“SWA”), a joint venture between Standard Lithium and Equinor, an international energy company headquartered in Norway, is expected to reach first production with respect to this acreage in 2028.
Removed
The basis for the lithium and bromine resources is that hypersaline formation water, or brine, associated with some of the world’s oilfields and/or geothermal fields contains confined reservoirs, or aquifers, that are known to contain anomalous concentrations of lithium, bromine and other elements of interest.
Added
To meet the accelerating demand for certain bromine-based products, reduce reliance on third-party suppliers and gain access to a lower cost of supply, we continue to advance our bromine processing plant.
Added
In September 2025, we published an updated definitive feasibility study and updated our technical resources report with respect to bromine, lithium, magnesium, manganese and other key minerals from our Evergreen Brine Unit. During 2025, we completed Phase 1 of the bromine processing plant, including site preparation and installation of the bromine tower and began construction of the bromine structure.
Added
Phase 2 will include major infrastructure and equipment supporting the processing plant with mechanical completion projected by the end of 2027. The plant is expected to begin operation in early 2028 and will have the installed capacity to process up to 75 million pounds of elemental bromine per year.
Added
We have also identified significant magnesium resources on our 40,000 acres in Arkansas. The United States government has identified magnesium as a national security priority and a critical mineral feedstock for the defense, aerospace, and advanced manufacturing sectors.
Added
We are evaluating the potential development of our magnesium resources and the negotiation of a joint venture with respect to magnesium from TETRA’s brine leases. During the fourth quarter of 2025, we signed a term sheet to potentially form a joint venture with Magrathea to advance domestic magnesium metal production.
Added
The proposed joint venture will integrate our specialty chemical processing expertise and large-scale magnesium resource base with Magrathea’s proprietary electrolytic magnesium production technology which has been underwritten in part by United States Defense Production Act Title III funding.
Added
While bromine can be commercially extracted, among other events that must take place before we can commercially produce lithium from our brine leases, the AOGC will need to establish an agreeable magnesium royalty with respect to our entire brine leased acreage and an agreeable lithium royalty for the Evergreen Brine Unit.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee Note 11 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements for further information. Item 4. Mine Safety Disclosures. None. 28 PART II
Biggest changeSee Note 11 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements for further information. Item 4. Mine Safety Disclosures. None. 29 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Peer Group consists of Core Laboratories, Inc., Expro Group Holdings N.V., Flotek Industries, Inc., Forum Energy Technologies, Inc., Hawkins, Inc., KLX Energy Services Holdings, Inc., Mammoth Energy Services, Inc., National Energy Services Reunited Corp, Newpark Resources, Inc., Nine Energy Service, Inc., Oil States International, Inc., Ranger Energy Services, Inc., RPC, Inc., and Select Water Solutions, Inc., with each company equally weighted.
Biggest changeThe Peer Group consists of Core Laboratories, Inc., Expro Group Holdings N.V., Flotek Industries, Inc., Forum Energy Technologies, Inc., Hawkins, Inc., Innovex International, Inc., KLX Energy Services Holdings, Inc., Mammoth Energy Services, Inc., Newpark Resources, Inc., Nine Energy Service, Inc., Oil States International, Inc., Ranger Energy Services, Inc., and Select Water Solutions, Inc., with each company equally weighted.
This information shall be deemed furnished, and not filed, in this Form 10-K and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 as a result of this furnishing, except to the extent we specifically incorporate it by reference.
This information shall be deemed furnished, and not filed, in this Form 10-K and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of this furnishing, except to the extent we specifically incorporate it by reference.
Securities Authorized for Issuance Under Equity Compensation Plans For additional information about common stock authorized for issuance under equity compensation plans, see Note 13 - “Equity-Based Compensation and Other” in the Notes to Consolidated Financial Statements. Item 6. [Reserved] 29
Securities Authorized for Issuance Under Equity Compensation Plans For additional information about common stock authorized for issuance under equity compensation plans, see Note 13 - “Equity-Based Compensation and Other” in the Notes to Consolidated Financial Statements. Item 6. [Reserved] 30
Market Price of Common Stock The following graph compares the five-year cumulative total returns of our common stock, the Russell 2000 Index (“Russell 2000”), the Philadelphia Oil Service Sector Index (“PHLX Oil Service”) and a Peer Group Total Stock Return (“Peer Group TSR”), assuming $100 invested in each stock, index or group on December 31, 2019, all dividends reinvested, and a fiscal year ending December 31 st .
Market Price of Common Stock The following graph compares the five-year cumulative total returns of our common stock, the Russell 2000 Index (“Russell 2000”), the Philadelphia Oil Service Sector Index (“PHLX Oil Service”) and a Peer Group Total Stock Return (“Peer Group TSR”), assuming $100 invested in each stock, index or group on December 31, 2020, all dividends reinvested, and a fiscal year ending December 31st.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Repurchases of Equity Securities. Common Stock Our common stock is traded on the New York Stock Exchange under the symbol “TTI.” As of February 24, 2025, there were approximately 200 holders of record of the common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Repurchases of Equity Securities. Common Stock Our common stock is traded on the New York Stock Exchange under the symbol “TTI.” As of February 23, 2026, there were approximately 160 holders of record of the common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

42 edited+25 added−32 removed16 unchanged
Biggest changeThe Water & Flowback Services Division income before taxes decreased during 2024 compared to the prior year primarily due the decrease in gross profit, partially offset by a $0.4 million increase in other income, a $0.3 million decrease in general and administrative expenses from headcount reductions, and a $0.2 million increase in unrealized gain on our investment. 33 Corporate Overhead Year Ended December 31, Period to Period Change 2024 2023 2024 vs. 2023 % Change (In Thousands, Except Percentages) Depreciation and amortization $ 357 $ 400 $ (43) (10.8) % General and administrative expense 45,099 49,135 (4,036) (8.2) % Interest expense, net 23,114 22,790 324 1.4 % Impairments and other charges 109 777 (668) (86.0) % Loss on debt extinguishment 5,535 — 5,535 100.0 % Other income, net (9,361) (763) 8,598 1,126.9 % Loss before taxes and discontinued operations $ (64,853) $ (72,339) $ 7,486 10.3 % Corporate Overhead loss before taxes decreased during 2024 compared to the prior year primarily due to an $8.3 million increase in unrealized gain on our investment in Kodiak, which acquired CSI Compressco in April 2024.
Biggest changeThe Water & Flowback Services Segment operating income decreased during 2025 compared to the prior year primarily due to the decrease in gross profit and an increase in general and administrative expense primarily related to a $1.5 million increase in labor and benefits expense and a $0.5 million increase in professional services. 34 Corporate Overhead Year Ended December 31, Period to Period Change 2025 2024 2025 vs. 2024 % Change (In Thousands, Except Percentages) General and administrative expense $ 51,689 $ 45,099 $ 6,590 14.6 % Interest expense, net 18,007 23,114 (5,107) (22.1) % Depreciation and amortization 371 357 14 3.9 % Impairments and other charges 3,551 109 3,442 NM (1) Loss on debt extinguishment — 5,535 (5,535) (100.0) % Other expense (income), net 5,512 (9,361) 14,873 (158.9) % Loss from continuing operations before income taxes $ (79,130) $ (64,853) $ (14,277) 22.0 % (1) Percent change is not meaningful Corporate Overhead loss from continuing operations before income taxes increased during 2025 compared to the prior year primarily due to a $6.6 million increase in general and administrative expense from higher equity-based compensation expense, incentive compensation expense and professional fees; the non-cash accrual of $5.9 million of operating expenses related to our former corporate office lease through the expiration in 2027 and the $3.6 million impairment of the right of use asset for our former corporate office lease.
On January 12, 2024, the Company entered into a definitive agreement for a $265.0 million credit facility consisting of a $190.0 million funded term loan and a $75.0 million delayed-draw term loan (collectively the “Term Credit Agreement”) that refinanced the Company’s prior Term Credit Agreement and provided capital to advance the Company’s Arkansas bromine processing project.
Term Credit Agreement. On January 12, 2024, the Company entered into a definitive agreement for a $265.0 million credit facility consisting of a $190.0 million funded term loan and a $75.0 million delayed-draw term loan (collectively the “Term Credit Agreement”) that refinanced the Company’s prior Term Credit Agreement and provided capital to advance the Company’s Arkansas bromine processing project.
As of December 31, 2024, in part because in the current year we achieved three years of cumulative pretax income in the United States tax jurisdiction, management determined that there is sufficient positive evidence to conclude that it is more likely than not that additional deferred taxes of $97.5 million are realizable. We therefore reduced the valuation allowance accordingly.
As of December 31, 2024, in part because in the current year we achieved three years of cumulative pretax income in the United States tax jurisdiction, management determined that there was sufficient positive evidence to conclude that it is more likely than not that additional deferred taxes of $97.5 million are realizable. We therefore reduced the valuation allowance accordingly.
An increase of unpaid receivables would also negatively affect our borrowing availability under the ABL Credit Agreement and Swedish Credit Facility. Leases We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations, and machinery and equipment, as well as a sales-type lease and subleases for certain facilities.
An increase of unpaid receivables would also negatively affect our borrowing availability under the ABL Credit Agreement and Swedish Credit Facility. 37 Leases We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations, and machinery and equipment, as well as a sales-type lease and subleases for certain facilities.
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 37 suggests such transaction is in the best interest of our business.
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 connection with the ABL Amendment, Bank of America, N.A. became successor administrative agent to JPMorgan Chase Bank, N.A. approximately $0.9 million of fees were incurred in connection with the ABL Amendment, which were deferred and will be amortized over the term of the ABL Credit Agreement.
In connection with the ABL Amendment, Bank of America, N.A. became successor administrative agent to JPMorgan 36 Chase Bank, N.A. approximately $0.9 million of fees were incurred in connection with the ABL Amendment, which were deferred and will be amortized over the term of the ABL Credit Agreement.
See Note 2 - “Basis of Presentation and Significant Accounting Policies” and Note 8 - “Leases” in the Notes to Consolidated Financial Statements for further information on our lease obligations. Asset Retirement Obligations We operate facilities in various U.S. and foreign locations that are used in the manufacture, storage, and sale of our products, inventories, and equipment.
See Note 2 - “Basis of Presentation and Significant Accounting Policies” and Note 7 - “Leases” in the Notes to Consolidated Financial Statements for further information on our lease obligations. Asset Retirement Obligations We operate facilities in various U.S. and foreign locations that are used in the manufacture, storage, and sale of our products, inventories, and equipment.
For information on product purchase obligations, see - Note 11 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements. Off Balance Sheet Arrangements As of December 31, 2024, we do not have any off balance sheet arrangements that may have a current or future material effect on our consolidated financial condition or results of operations.
For information on product purchase obligations, see - Note 11 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements. Off Balance Sheet Arrangements As of December 31, 2025, we do not have any off balance sheet arrangements that may have a current or future material effect on our consolidated financial condition or results of operations.
Should additional capital be required, the ability to raise such capital through the issuance of additional debt or equity securities may currently be limited. Instability or volatility in the capital markets at the times we need to access capital may affect the cost of capital and the ability to raise capital for an indeterminable length of time.
Should additional capital be required, the ability to raise such capital through the issuance of additional debt or equity securities may be limited by instability or volatility in the capital markets at the times we need to access capital may affect the cost of capital and the ability to raise capital for an indeterminable length of time.
We are required to take certain actions in connection with the retirement of these assets. Product Purchase Obligations In the normal course of our Completion Fluids & Products Division operations, we enter into supply agreements with certain manufacturers of various raw materials and finished products.
We are required to take certain actions in connection with the retirement of these assets. 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.
Statements in the following discussion may include forward-looking statements. These forward-looking statements involve risks and uncertainties. See “Item 1A. Risk Factors” for additional discussion of these factors and risks. For discussion of 2023 compared to 2022, see disclosures titled “Results of Operations” set forth in Item 7.
Statements in the following discussion may include forward-looking statements. These forward-looking statements involve risks and uncertainties. See “Item 1A. Risk Factors” for additional discussion of these factors and risks. For discussion of 2024 compared to 2023, see disclosures titled “Results of Operations” set forth in Item 7.
Completion Fluids & Products Division profitability in future periods will continue to be affected by the mix of its products and services, market demand for our products and services, drilling and completions activity and commodity prices.
Completion Fluids & Products Segment profitability in future periods will continue to be affected by the mix of its products and services, market demand for our products and services, drilling and completions activity and commodity prices.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 27, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025.
As of December 31, 2024, we had no balance outstanding under the ABL Credit Agreement and, subject to compliance with the covenants, borrowing base, and other provisions of the agreement that may limit borrowings, we had availability of $65.7 million under the ABL Credit Agreement.
As of December 31, 2025, we had no balance outstanding under the ABL Credit Agreement and, subject to compliance with the covenants, borrowing base, and other provisions of the agreement that may limit borrowings, we had availability of $67.7 million under the ABL Credit Agreement. Swedish Credit Facility.
Loss on Early Extinguishment of Debt Consolidated loss on debt extinguishment increased $5.5 million from non-cash unamortized finance costs expensed in connection with the repayment of our prior Term Credit Agreement in January 2024.
Loss on Early Extinguishment of Debt Consolidated loss on debt extinguishment decreased during 2025 as a result of $5.5 million from non-cash unamortized finance costs expensed in connection with the repayment of our prior Term Credit Agreement in January 2024.
The maturity date of the New Term Credit Agreement is January 1, 2030. Asset-Based Credit Agreement . On May 13, 2024, we entered into an amendment (the ABL Amendment”) to the Asset-Based Lending agreement dated September 10,2018 (as amended, the “ABL Credit Agreement).
The $75.0 million delayed-draw provision of the term loan expired on January 12, 2026. The maturity date of the Term Credit Agreement is January 1, 2030. Asset-Based Credit Agreement . On May 13, 2024, we entered into an amendment (the ABL Amendment”) to the Asset-Based Lending agreement dated September 10,2018 (as amended, the “ABL Credit Agreement).
However, we continue to review all capital expenditure plans carefully in an effort to conserve cash. If the forecasted demand for our products and services increases or decreases, or we proceed with development of brine resources in Arkansas, the amount of planned expenditures on growth and expansion may be adjusted.
If the forecasted demand for our products and services increases or decreases, or we proceed with development of brine resources in Arkansas, the amount of planned expenditures on growth and expansion may be adjusted.
We believe that of our significant accounting policies described in Note 2 - Basis of 38 Presentation and Significant Accounting Policies in Part II, Item 8 of this Annual Report on Form 10-K, the critical accounting estimates, assumptions, and judgments that have the most significant impact on our consolidated financial statements are described below.
We believe that of our significant accounting policies described in Note 2 - Basis of Presentation and Significant Accounting Policies in Part II, Item 8 of this Annual Report on Form 10-K, the critical accounting estimates, assumptions, and judgments that have the most significant impact on our consolidated financial statements are described below. 38 Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis amounts.
Our Water & Flowback Services Division activity also decreased compared to 2023 reflecting a slowdown in onshore activity in the Unites States and lower offshore completions fluids activity, as well as lower service revenues following the sale of early production facilities in Latin America.
Our Water & Flowback Services Segment activity decreased compared to 2024 reflecting a slowdown in onshore activity in the Unites States, as well as lower service revenues following the sale of early production facilities in Latin America. We continued cost reduction actions during 2025 to adjust to market levels and continued deployment of automation technology.
See Divisional Comparisons section below for a more detailed discussion of the change in our revenues. Gross Profit Consolidated gross profit as a percentage of revenue decreased slightly due to a decrease in revenue, an increase in operating costs and the effect of changes in product mix. See Divisional Comparisons section below for additional discussion.
Gross Profit Consolidated gross profit as a percentage of revenue increased slightly due to an increase in revenue, an increase in operating costs and the effect of changes in product mix.
The Swedish Credit Facility expires on December 31, 2025 and the Company intends to renew it annually. Finland Credit Agreement. In January 2022, the Company entered into an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of December 31, 2024, we had $1.4 million of letters of credit outstanding against the Finland Credit Agreement.
The Company has an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of December 31, 2025, we had $1.6 million of letters of credit outstanding against the Finland Credit Agreement. The Finland Credit Agreement has been renewed by the Company through December 31, 2026.
As of December 31, 2024, we had no balance outstanding and availability of approximately $4.5 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.
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 3.0% per annum. The Swedish Credit Facility expires on December 31, 2026 and the Company intends to renew it annually. Finland Credit Agreement.
Liquidity is defined as unrestricted cash plus availability under the delayed draw from our Term Credit Agreement and availability under our revolving credit facilities. 35 Our consolidated sources and uses of cash for the years ended December 31, 2024 and 2023 are as follows: Year Ended December 31, 2024 2023 (In Thousands) Operating activities $ 36,520 $ 70,206 Investing activities $ (59,059) $ (27,027) Financing activities $ 8,869 $ (4,663) Operating Activities Consolidated cash flows provided by operating activities totaled $36.5 million during 2024 compared to $70.2 million during the prior year, a decrease of $33.7 million.
Our consolidated sources and uses of cash for the years ended December 31, 2025 and 2024 are as follows: Year Ended December 31, 2025 2024 (In Thousands) Operating activities $ 100,360 $ 36,520 Investing activities $ (61,368) $ (59,059) Financing activities $ (5,373) $ 8,869 35 Operating Activities Consolidated cash flows provided by operating activities totaled $100.4 million during 2025 compared to $36.5 million during the prior year, an increase of $63.9 million.
Historically, a significant majority of our planned capital expenditures have been related to identified opportunities to grow and expand our existing businesses. We are also focused on enhancing shareholder value by capitalizing on our key mineral assets, brine mineral extraction expertise, and deep chemistry competency to expand our offerings into the low carbon energy markets.
We are also focused on enhancing shareholder value by capitalizing on our key mineral assets, brine mineral extraction expertise, and deep chemistry competency to expand our offerings into the low carbon energy markets. However, we continue to review all capital expenditure plans carefully in an effort to conserve cash.
As of February 25, 2025, we have no outstanding borrowings under our ABL Credit Agreement and $0.2 million letters of credit, resulting in $79.8 million of availability. Swedish Credit Facility. In January 2022, the Company entered into a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden and Finland (“Swedish Credit Facility”).
The Company has a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden and Finland (“Swedish Credit Facility”). As of December 31, 2025, we had no balance outstanding and availability of approximately $5.4 million under the Swedish Credit Facility.
Provision for Income Tax Our consolidated effective tax rate for the year ended December 31, 2024 and December 31, 2023 was (295.3)% and 19.6%, respectively. The increase in our tax benefit compared to the prior year tax provision was primarily due to the reversal of the valuation allowance related to our United States deferred tax assets (federal and state).
Our consolidated effective tax rate for the year ended December 31, 2025 and 2024 was 84.1% and (295.3)%, respectively. The change in our effective tax rate was primarily the result of the reversal of the valuation allowance in the prior year.
These were partially offset by a $5.5 million loss on debt extinguishment from non-cash unamortized finance costs expensed in connection with the repayment of our prior Term Credit Agreement in January 2024 and a $1.0 million increase in professional services. Non-GAAP Financial Measures We use U.S.
These expense increases were partially offset by a $5.1 million decrease in interest expense, net, due to an increase in the interest expense capitalized for our Arkansas project as well as lower interest rates on our Term Credit Agreement, a $9.2 million decrease in gains on our investment in Kodiak stock which we sold in January 2025, and the $5.5 million loss on debt extinguishment from non-cash unamortized finance costs expensed in connection with the repayment of our prior Term Credit Agreement in January 2024.
TETRA CS Neptune fluids projects are historically higher revenue and margin projects. We also recently secured a significant multi-well, multi-year deep water completion fluids contract in Brazil.
TETRA Neptune fluids projects are historically higher revenue and margin projects. The segment also benefited from increased activity levels from a new multi-well, multi-year deep water completion fluids contract in Brazil and continued strong results from our industrial calcium chloride business.
We also made additional investments to support higher activity levels in the United States and Europe. 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 and lithium contained in the brine.
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 this Annual Report.
Other Sources and Uses of Cash In addition to the aforementioned credit facilities and senior notes, we fund our short-term liquidity requirements from cash generated by our operations and from short-term vendor financing.
In addition to the aforementioned credit facilities and senior notes, we fund our short-term liquidity requirements from cash generated by our operations and from short-term vendor financing. In addition, as of December 31, 2025, the market value of our equity holdings of Standard Lithium was $3.6 million with no holding restrictions on our ability to monetize our investments.
We operate through two reporting segments - Completion Fluids & Products Division and Water & Flowback Services Division. Completion Fluids & Products Division activity for 2024 decreased slightly compared to 2023. We were awarded a three-well TETRA CS Neptune fluids project in the Gulf of America that is expected to begin in the first quarter of 2025.
We currently operate through two reporting segments - Completion Fluids & Products and Water & Flowback Services. Completion Fluids & Products Segment activity for 2025 increased compared to 2024, driven by stronger volumes for our deepwater completions fluids products, including the completion of three-well deepwater wells in the Gulf of America using our proprietary TETRA Neptune fluids.
Investing Activities Total cash capital expenditures during 2024 were $60.7 million. Our Water & Flowback Services Division spent $23.4 million on capital expenditures, primarily to deploy additional SandStorm units to meet increased demands and maintain, automate and upgrade its water management and flowback equipment fleet.
We also made additional investments to support strategic opportunities in the United States and Europe. Our Water & Flowback Services Segment spent $21.0 million on capital expenditures, primarily to deploy additional TETRA SandStorm units to meet increased demands and maintain, automate and upgrade its water management and flowback equipment fleet.
We may supplement our existing cash balances and 36 cash flow from operating activities with short-term borrowings, long-term borrowings, issuances of equity and debt securities, and other sources of capital. Term Credit Agreement.
Financing cash flows also included $3.9 million in proceeds from exercise of stock options, partially offset by $3.2 million for payroll taxes paid upon vesting of equity-based compensation awards. 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.
A portion of the carrying value of certain deferred tax assets are subject to a valuation allowance.
A portion of the carrying value of certain deferred tax assets are subject to a valuation allowance. Loss Contingencies We and certain of our subsidiaries are involved, in the normal course of business, in lawsuits, claims and other legal proceedings and audits.
Our liquidity at the end of the fourth quarter of 2024 was $182.2 million consisting of $37.0 million of unrestricted cash, $75.0 million of availability under our delayed draw term loan and $70.2 million of availability under our credit agreements.
Our liquidity as of December 31, 2025 was $220.8 million consisting of $72.6 million of unrestricted cash, $75.0 million of availability under our delayed-draw term loan and $73.2 million of availability under our credit agreements. Liquidity is defined as unrestricted cash plus availability under the delayed draw from our Term Credit Agreement and availability under our revolving credit facilities.
Our Completion Fluids & Products Division spent $37.0 million on capital expenditures during 2024, including $22.4 million on our strategic initiatives in Arkansas, net of reimbursement from our Evergreen Unit partner, to advance engineering and reservoir studies and began laying the groundwork for plant site preparation and power infrastructure for our bromine project.
Our Completion Fluids & Products Segment spent $59.8 million on capital expenditures during 2025, including $45.2 million on our Arkansas projects, net of reimbursement from our Evergreen Unit partner, to advance engineering and reservoir studies and to complete Phase I of our bromine processing plant, excluding capitalized interest.
Consolidated Comparisons Year Ended December 31, Period to Period Change 2024 2023 2024 vs. 2023 % Change (In Thousands, Except Percentages) Revenues $ 599,111 $ 626,262 $ (27,151) (4.3) % Gross profit 139,853 153,645 (13,792) (9.0) % Gross profit as a percentage of revenue 23.3 % 24.5 % Exploration and pre-development costs — 12,119 (12,119) (100.0) % General and administrative expense 89,969 96,590 (6,621) (6.9) % General and administrative expense as a percentage of revenue 15.0 % 15.4 % Interest expense, net 22,465 22,349 116 0.5 % Loss on debt extinguishment 5,535 — 5,535 100.0 % Other income, net (6,858) (9,112) 2,254 (24.7) % Income before taxes and discontinued operations 28,742 31,699 (2,957) (9.3) % Income before taxes and discontinued operations as a percentage of revenue 4.8 % 5.1 % Provision (benefit) for income taxes (84,878) 6,220 (91,098) NM (1) Income before discontinued operations 113,620 25,479 88,141 345.9 % Income (loss) from discontinued operations, net of taxes (5,340) 278 (5,618) NM (1) Net income 108,280 25,757 82,523 320.4 % Loss attributable to noncontrolling interest 4 27 (23) (85.2) % Net income attributable to TETRA stockholders $ 108,284 $ 25,784 $ 82,500 320.0 % (1) Percent change is not meaningful Revenues Consolidated revenues for 2024 decreased compared to the prior year due to lower activity in both our Completion Fluids & Products and Water & Flowback Services divisions, where revenue decreased by $1.7 million and $25.4 million, respectively.
Consolidated Results of Operations Year Ended December 31, Period to Period Change 2025 2024 2025 vs. 2024 % Change (In Thousands, Except Percentages) Revenues $ 630,932 $ 599,111 $ 31,821 5.3 % Cost of product sales and services 433,722 423,428 10,294 2.4 % Depreciation, amortization and accretion 37,099 35,721 1,378 3.9 % Impairments and other charges 4,162 109 4,053 NM (1) Gross profit 155,949 139,853 16,096 11.5 % General and administrative expense 100,559 89,969 10,590 11.8 % Operating income 55,390 49,884 5,506 11.0 % Interest expense, net 17,327 22,465 (5,138) (22.9) % Loss on debt extinguishment — 5,535 (5,535) (100.0) % Other expense (income), net 11,561 (6,858) 18,419 (268.6) % Income from continuing operations before income taxes 26,502 28,742 (2,240) (7.8) % Income tax expense (benefit) 22,295 (84,878) 107,173 (126.3) % Income from continuing operations 4,207 113,620 (109,413) (96.3) % Loss from discontinued operations, net of income taxes (1,209) (5,340) 4,131 (77.4) % Net income 2,998 108,280 (105,282) (97.2) % Less loss attributable to noncontrolling interest 7 4 3 75.0 % Net income attributable to TETRA stockholders $ 3,005 $ 108,284 $ (105,279) (97.2) % (1) Percent change is not meaningful Revenues Consolidated revenues for 2025 increased compared to the prior year primarily due to higher activity in our Completion Fluids & Products Segment offset by lower activity in our Water & Flowback Services Segment, where revenue increased by $65.2 million and decreased $33.3 million, respectively.
The Completion Fluids & Products Division pretax income increased during 2024 compared to the prior year primarily due to the increase in gross profit, along with a decrease in general and administrative expenses primarily due to a $1.9 million decrease in employee compensation and a $0.9 million decrease in professional services as well as a $0.6 million decrease in unrealized losses from our investment in Standard Lithium shares, which is included in other (income) loss, net.
The Completion Fluids & Products Segment operating income increased during 2025 compared to the prior year primarily due to the increase in gross profit, partially offset by a slight increase in general and administrative expenses primarily related to a $0.9 million increase in insurance cost and a $0.9 million increase in professional services.
Financing Activities During the year ended December 31, 2024, consolidated net cash used in financing activities was $8.9 million, consisting of $184.8 million borrowings under our new Term Credit Agreement and revolving credit facilities and $163.6 million repayments of our Term Credit Agreement and revolving credit facilities, $6.6 million debt issuance costs associated with our new term loan in January 2024 and the ABL Amendment in May 2024, as well as $1.4 million of payments of finance lease obligations.
Financing Activities During the year ended December 31, 2025, consolidated net cash used in financing activities was $5.4 million, consisting of $4.7 million of payments of finance lease obligations, $1.3 million final payment for a seller-financed plant purchase in Latin America and $0.4 million borrowings offset by $0.4 million of repayments of our revolving credit facility.
The decrease in our Completion Fluids & Products division is primarily due to lower completion fluid sales volumes from international markets. The decrease in our Water & Flowback Services division is primarily from an overall decline in the US market for our production testing and water management services.
The decrease in our Water & Flowback Services Segment is primarily from an overall decline in the market for our production testing and water management services in the United States. See Segment Comparisons section below for a more detailed discussion of the change in our revenues.
Water & Flowback Services Division Year Ended December 31, Period to Period Change 2024 2023 2024 vs. 2023 % Change (In Thousands, Except Percentages) Revenues $ 287,810 $ 313,232 $ (25,422) (8.1) % Gross profit 31,014 47,138 (16,124) (34.2) % Gross profit as a percentage of revenue 10.8 % 15.0 % General and administrative expense 19,116 19,452 (336) (1.7) % General and administrative expense as a percentage of revenue 6.6 % 6.2 % Interest expense, net 64 205 (141) (68.8) % Other expense, net 1,134 1,757 (623) (35.5) % Income before taxes and discontinued operations $ 10,700 $ 25,724 $ (15,024) (58.4) % Income before taxes and discontinued operations as a percentage of revenue 3.7 % 8.2 % The Water & Flowback Services Division revenues decreased during 2024 compared to the prior year primarily due to an overall decline in the United States market from both our production testing and water management services.
Water & Flowback Services Segment Year Ended December 31, Period to Period Change 2025 2024 2025 vs. 2024 % Change (In Thousands, Except Percentages) Revenues $ 254,479 $ 287,810 $ (33,331) (11.6) % Gross profit $ 21,238 $ 31,014 $ (9,776) (31.5) % Operating (loss) income $ (33) $ 11,898 $ (11,931) (100.3) % The Water & Flowback Services Segment revenues decreased during 2025 compared to the prior year primarily due to an overall decline in the United States market from both our production testing and water management services.
This was partially offset by improved international market conditions in Latin America including an early production facility expansion as well as a full year of operation of an additional early production facility. The Water & Flowback Services Division gross profit decreased due to lower revenues resulting from the decreased activity levels described above and operating cost inflation.
These declines were partially offset by increased flowback activity from improving TETRA SandStorm and auto-drillout utilization in key markets in the United States. The Water & Flowback Services Segment gross profit decreased due to lower revenues resulting from the decreased activity levels described above and operating cost inflation.
Removed
We initiated a series of cost reduction actions in the second half of 2024 to adjust to market levels. We are committed to pursuing low-carbon energy initiatives that leverage our fluids and aqueous chemistry core competencies, our significant bromine and lithium assets and technologies, and our leading calcium chloride production capabilities.
Added
Looking forward into 2026, we expect to see incremental growth in our base completion fluids products and industrial chloride business. We completed installation of our bulk electrolyte tanker loading system at our West Memphis plant and expect a significant increase in TETRA PureFlow Plus battery electrolyte revenue as Eos Energy Enterprises ramps up its production in early 2026.
Removed
In August 2024, we published a definitive feasibility study and updated technical resources report with respect to bromine from our Evergreen Brine Unit.
Added
We also secured contracts in Argentina in late 2025, allowing us to further diversify our revenue base to offset the weaker United States onshore environment. 31 Results of Operations The following data should be read in conjunction with the Consolidated Financial Statements and the associated Notes contained elsewhere in this report.
Removed
We have ongoing negotiations with various bromine providers for bridging supply agreements that, if and when finalized, will give us flexibility on the timing of a plant start-up, allowing us to accumulate additional cash from our base business.
Added
The increase in our Completion Fluids & Products Segment is primarily due to the completion of three TETRA Neptune wells in the Gulf of America and higher completion fluid sales volumes from international markets.
Removed
These initiatives are expected to provide us the volumes necessary for the growing deepwater market plus the growing long-duration battery requirements, while deferring investments in Arkansas or scaling up our bromine production at lower levels than previously anticipated. If and when the bridging supply agreement is finalized, we will announce our revised Arkansas investment and timing plans.
Added
Impairments and other charges Consolidated impairments and other charges increased primarily due to a $3.6 million impairment of the right of use asset for our former corporate office lease following our move to our new corporate office space in December 2025.
Removed
We are prioritizing our strategic investments on projects that can immediately impact our near-term results, with a focus on TETRA CS Neptune fluids in the Gulf of America, TETRA PureFlow+ electrolyte shipments to Eos Energy Enterprises, and further advancing our water desalination commercial pilot units that are expected to subsequently transition into long-term contracts for commercial desalination plants. 30 Results of Operations The following data should be read in conjunction with the Consolidated Financial Statements and the associated Notes contained elsewhere in this report.
Added
See Segment Comparisons section below for additional discussion. 32 General and Administrative Expense Consolidated general and administrative expenses increased during 2025 compared to the prior year primarily due to a $6.8 million increase in equity-based compensation expense and incentive compensation expense as a result of higher shareholder return and operational margin performance and a $3.6 million increase in professional expense.
Removed
Exploration and Pre-Development Costs Exploration and pre-development costs decreased $12.1 million compared to the prior year due to the capitalization of costs beginning in January 2024 following project developments, including the completion of a technical resources report, compared to expensing of costs associated with the front-end engineering and design study and appraisal costs associated with the activity in the prior year. 31 General and Administrative Expense Consolidated general and administrative expenses decreased during 2024 compared to the prior year primarily due to a $7.4 million decrease in employee compensation from a reduction in equity-based compensation expense and incentive compensation as a result of lower operational margin performance.
Added
Interest Expense, Net Consolidated interest expense, net, decreased $5.1 million during 2025 due to an increase in the interest expense capitalized for our Arkansas development as well as lower interest rates on our Term Credit Agreement.
Removed
Other Income, net Consolidated other income, net decreased during 2024 compared to the prior year primarily due to a $9.3 million reimbursement from our partner associated with the collaborative arrangement related to our Arkansas resource development opportunity prior to capitalization of net pre-development costs beginning in January 2024, and a $1.0 million increase in unrealized losses on our convertible note embedded option.
Added
Other Expense, net Consolidated other expense, net, increased during 2025 compared to the prior year other income, net primarily due to a $9.2 million decrease in gains on our investment in Kodiak Gas Services Inc.
Removed
These decreases were partially offset by a $8.3 million increase in unrealized gains due to the change in the stock price of the Kodiak Gas Services, Inc. (NYSE: KGS) (“Kodiak”) shares we received in exchange for CSI Compressco LP (“CSI Compressco’) common units we owned in connection with Kodiak’s acquisition of CSI Compressco in April 2024.
Added
(NYSE: KGS, “Kodiak”) stock which we sold in January 2025, a $6.5 million increase in other expenses, which included the non-cash accrual of $5.9 million of operating expenses related to our former corporate office lease through the contractual lease end date in 2027 and a $4.5 million increase in foreign exchange losses.
Removed
Divisional Comparisons Completion Fluids & Products Division Year Ended December 31, Period to Period Change 2024 2023 2024 vs. 2023 % Change (In Thousands, Except Percentages) Revenues $ 311,301 $ 313,030 $ (1,729) (0.6) % Gross profit 109,305 107,684 1,621 1.5 % Gross profit as a percentage of revenue 35.1 % 34.4 % Exploration and pre-development costs — 12,119 (12,119) (100.0) % General and administrative expense 25,754 28,003 (2,249) (8.0) % General and administrative expense as a percentage of revenue 8.3 % 8.9 % Interest income, net (713) (646) 67 10.4 % Other (income) loss, net 1,369 (10,106) 11,475 (113.5) % Income before taxes and discontinued operations $ 82,895 $ 78,314 $ 4,581 5.8 % Income before taxes and discontinued operations as a percentage of revenue 26.6 % 25.0 % The Completion Fluids & Products Division revenues decreased slightly primarily due to a decline of international brominated product sales, particularly in Europe and Latin America, offset by increased volumes and continued favorable pricing for industrial chemicals sales. 32 The Completion Fluids & Products Division gross profit during 2024 increased compared to the prior year despite slightly lower revenues due to pricing improvements.
Added
These increases were partially offset by a $2.9 million increase in unrealized gains on our investment in Standard Lithium stock due to changes in their stock price.
Removed
These changes were partially offset by a $12.1 million decrease in exploration and pre-development costs and a $9.3 million decrease in other income from reimbursements from our partner due to the capitalization of costs net of reimbursements beginning in January 2024.
Added
Provision for Income Tax Consolidated income tax expense increased $107.2 million primarily due to the reversal of the valuation allowance during the prior year related to our United States deferred tax assets (federal and state).
Removed
In addition, the unrealized losses on our convertible notes embedded derivative increased $1.0 million as the notes approach their maturity.
Added
In addition, we elected to change the United States tax classification of our Brazilian subsidiary from a partnership to a corporation. While this tax election is expected to yield future tax benefits, the tax election resulted in recognition of approximately $6.9 million of federal deferred tax expense in the current year.
Removed
General administrative expenses decreased primarily due to a $4.5 million decrease in salary related expenses. Impairments decreased $0.7 million primarily from an impairment of our corporate office lease in the prior year.
Added
Our current-year effective tax rate also increased because we did not recognize a tax benefit on the $9.5 million cumulative translation adjustment loss related to the dissolution of our Canadian subsidiary as the loss was recognized for tax purposes in a prior year when the loss was not expected to be recognized under generally accepted accounting principles.
Removed
GAAP financial measures such as revenues, gross profit, income (loss) before taxes, and net cash provided by operating activities, as well as certain non-GAAP financial measures, including Adjusted EBITDA, as performance measures for our business. Adjusted EBITDA .
Added
See Note 2 - “Basis of Presentation and Significant Accounting Policies” and Note 15 - “Income Taxes” in the Notes to Consolidated Financial Statements for further information on our income taxes. 33 Completion Fluids & Products Segment Year Ended December 31, Period to Period Change 2025 2024 2025 vs. 2024 % Change (In Thousands, Except Percentages) Revenues $ 376,453 $ 311,301 $ 65,152 20.9 % Gross profit $ 138,633 $ 109,305 $ 29,328 26.8 % Operating income $ 111,034 $ 83,551 $ 27,483 32.9 % The Completion Fluids & Products Segment revenues increased primarily due to the successful completion of three TETRA Neptune wells in the Gulf of America, higher international brominated product sales, particularly in Europe, and higher completion fluid sales in Latin America.
Removed
We define Adjusted EBITDA as net income (loss) before taxes and discontinued operations, excluding impairments, exploration and pre-development costs, certain special, non-recurring or other charges (or credits), interest, depreciation and amortization, income from collaborative arrangement and certain non-cash items such as equity-based compensation expense. The most directly comparable GAAP financial measure is net income (loss) before taxes and discontinued operations.
Added
The Completion Fluids & Products Segment gross profit during 2025 increased compared to the prior year due to the increase in revenues mentioned above, particularly the higher-margin Neptune fluids.
Removed
Exploration and pre-development costs represent expenditures incurred to evaluate potential future development of TETRA’s lithium and bromine properties in Arkansas. Such costs include exploratory drilling and associated engineering studies. Income from collaborative arrangement represents the portion of exploration and pre-development costs that are reimbursable by our strategic partner.
Added
Liquidity and Capital Resources We believe that our capital structure allows us to meet our financial obligations and fund near-term growth as needed, despite uncertain operating conditions and financial markets.
Removed
Exploration and pre-development costs, net of the associated income from collaborative arrangement are excluded from Adjusted EBITDA because they do not relate to the Company’s current business operations. Adjustments to long-term incentives represent adjustments to valuation of long-term cash incentive compensation awards that are related to prior years.
Added
The $75.0 million delayed-draw provision of the Term Credit Agreement expired on January 12, 2026.
Removed
These costs are excluded from Adjusted EBITDA because they do not relate to the current year and are considered to be outside of normal operations. Long-term incentives are earned over a three-year period and the costs are recorded over the three-year period they are earned. The amounts accrued or incurred are based on a cumulative of the three-year period.
Added
Operating cash flows increased compared to the prior year primarily driven by continued strength in our offshore completion fluids and industrial calcium chloride businesses plus a strong focus on working capital management. Investing Activities Total cash capital expenditures during 2025 were $80.8 million.
Removed
Equity-based compensation expense represents compensation that has been or will be paid in equity and is excluded from Adjusted EBITDA because it is a non-cash item.
Added
Water & Flowback Services Segment capital expenditures also included expenditures for early production facilities in Argentina. Investing activities during 2025 also included $19.0 million in proceeds from the sale of our Kodiak stock, net of broker commissions and fees, as well as $0.6 million in proceeds from asset sales.
Removed
Adjusted EBITDA is used by management as a supplemental financial measure to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations and without regard to financing methods, capital structure or historical cost basis, and to assess the Company’s ability to incur and service debt and fund capital expenditures.
Added
The extraction of bromine, lithium and other minerals from these brine leases will likely require a significant amount of time and capital. Historically, a significant majority of our planned capital expenditures have been related to identified opportunities to grow and expand our existing businesses.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+2 added−0 removed2 unchanged
Biggest changeThe Company is required to pay a commitment fee on the unutilized commitments with respect to the delayed-draw term loan at the rate of 1.5% per annum. Borrowings under our Asset-Based Credit Agreement bear interest at an agreed-upon percentage rate spread above SOFR. Borrowings under our Swedish Credit Facility, if any, bear interest at fixed rates of 2.95%.
Biggest changeThe Company was required to pay a commitment fee on the unutilized commitments with respect to the delayed-draw term loan at the rate of 1.5% per annum. The $75.0 million delayed-draw provision of the Term Credit Agreement expired on January 12, 2026. Borrowings under our Asset-Based Credit Agreement bear interest at an agreed-upon percentage rate spread above SOFR.
On January 12, 2024, the Company entered into a New Term Credit Agreement consisting of a $190.0 million funded term loan and a $75.0 million delayed-draw term loan that refinanced the Company’s Term Credit Agreement outstanding as of December 31, 2023. Borrowings under the New Term Credit Agreement bear interest at a rate per annum equal to SOFR plus 5.75%.
On January 12, 2024, the Company entered into a Term Credit Agreement consisting of a $190.0 million funded term loan and a $75.0 million delayed-draw term loan that refinanced the Company’s Term Credit Agreement outstanding as of December 31, 2023. Borrowings under the Term Credit Agreement bear interest at a rate per annum equal to SOFR plus 5.75%.
We may enter into short-term foreign-currency forward derivative contracts as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries.
We may enter into short-term foreign-currency forward derivative 39 contracts as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries.
Interest December 31, Scheduled Maturity Rate 2024 (In Thousands) Term credit agreement January 1, 2030 10.23% $ 190,000 Total long-term debt $ 190,000 Exchange Rate Risk We have currency exchange rate risk exposure related to revenues, expenses, operating receivables, and payables denominated in foreign currencies.
Interest December 31, Scheduled Maturity Rate 2025 (In Thousands) Term credit agreement January 1, 2030 9.57% $ 190,000 Total long-term debt $ 190,000 Exchange Rate Risk We have currency exchange rate risk exposure related to revenues, expenses, operating receivables, and payables denominated in foreign currencies.
Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period. As of December 31, 2024, we did not have any foreign currency exchange contracts outstanding.
Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period. As of December 31, 2025, we did not have any foreign currency exchange contracts outstanding. Item 8. Financial Statements and Supplementary Data.
The following table sets forth as of December 31, 2024, the principal amount due under our long-term debt obligations and their respective weighted average interest rates. We are not a party to an interest rate swap contract or other derivative instrument designed to hedge our exposure to interest rate fluctuation risk.
We are not a party to an interest rate swap contract or other derivative instrument designed to hedge our exposure to interest rate fluctuation risk.
Added
Borrowings under our Swedish Credit Facility, if any, bear interest at fixed rates of 2.95%. The following table sets forth as of December 31, 2025, the principal amount due under our long-term debt obligations and their respective weighted average interest rates.
Added
The financial statements and supplementary data required to be included in this Item 8 are set forth in Item 15 of this Annual Report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.

Other TTI 10-K year-over-year comparisons