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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September
10, 2026
TETRA
TECH, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
0-19655 |
|
95-4148514 |
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
3475
East Foothill Boulevard, Pasadena,
California 91107
(Address of principal executive office, including zip code)
(626) 351-4664
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value |
|
TTEK |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On September 10,
2026, Tetra Tech announced that its Board of Directors has authorized a $500 million increase to its share repurchase program. A
copy of the press release is attached to this Current Report as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Press Release, dated September 10, 2026, announcing Tetra Tech’s Board of Directors authorized
a $500 million increase to its share repurchase program. |
| 104 | Cover Page Interactive Data File (embedded
within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, Tetra Tech has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
TETRA TECH, INC. |
| |
|
|
| Date: September 10, 2026 |
By: |
/s/ ROGER R. ARGUS |
| |
|
Roger R. Argus |
| |
|
Chief Executive Officer and President |
Exhibit 99.1
 |
NEWS
RELEASE
September 10, 2026 |
Tetra Tech Announces
$500 Million Increase to its Share Repurchase Program
Pasadena,
California. Tetra Tech, Inc. (NASDAQ: TTEK), a global provider of high-end technical and engineering
services, Leading with Science® in water, environment and sustainable infrastructure, announced
today that its Board of Directors approved an addtional $500 million share repurchase authorization. This more than
doubles the amount remaining under the Company’s existing share repurchase program at the end of the third quarter of
fiscal 2026, increasing total available share repurchases to $898 million.
For the twelve
months ended the third quarter of fiscal 2026, Tetra Tech generated $567 million in cash flow from operations and returned $322 million
to shareholders through share repurchases and dividends. During this period, the Company also advanced its Leading with Science®
differentiation with the completion of strategic acquisitions that added new clients and technical capabilities. The strong cash flow
also enabled the Company to continue deleveraging its balance sheet, and its net debt leverage ratio was 0.88x at the end of third quarter
2026.
“The increased share repurchase program
reflects confidence in Tetra Tech’s long-term growth outlook and our balanced approach to capital allocation,” said Roger
Argus, Tetra Tech Chief Executive Officer. “Our more than 20-year track record of generating cash from operations in excess of
net income enables us to continue investing in organic growth initiatives and strategic acquisitions, while the new
authorization expands our capacity to return capital to shareholders.”
About Tetra Tech
Tetra Tech
is the leader in water, environment and sustainable infrastructure, providing high-end technical and engineering services for projects
worldwide. With more than 25,000 employees working together, Tetra Tech provides clear solutions to complex problems by Leading with
Science® to address the entire water cycle, protect and restore the environment, and design sustainable and resilient
infrastructure. For more information about Tetra Tech, please visit tetratech.com or follow us on LinkedIn and Facebook.
CONTACTS:
Jim Wu, Investor Relations
Charlie MacPherson, Media & Public Relations
(626) 470-2844
Any statements
made in this release that are not based on historical fact are forward-looking statements. Any forward-looking statements
made in this release represent management’s best judgment as to what may occur in the future. However, Tetra Tech’s
actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions ("Future Factors"),
and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ
materially from such forward-looking statements, see the discussion under the section "Risk Factors" included in the Company’s
Form 10-K and Form 10-Q filings with the Securities and Exchange Commission.