TETRA Technologies (NYSE: TTI) launches $100M equity raise tied to bromine build

Rhea-AI Filing Summary

TETRA Technologies, Inc. plans an underwritten public offering of $100 million of common stock under its effective shelf registration, with a 30-day option for underwriters to buy up to an additional $15 million to cover over-allotments. The company intends to use a portion of the proceeds for general corporate purposes, including construction of its Arkansas bromine project.

Since the project began in 2022 through March 31, 2026, TETRA has invested about $49 million and estimates roughly $220 million of remaining capital expenditures over the next two years, to be funded from offering proceeds, operations, its credit facility and other financing. The bromine plant is expected to reach mechanical completion for Phase 2 by the end of 2026, Phase 3 by the end of 2027, and begin operations in early 2028 with capacity to process up to 75 million pounds of elemental bromine per year.

The company also finalized a joint venture with Magrathea Metals to pursue domestic magnesium production and added risk factors highlighting execution and funding risks for the Arkansas Bromine Project and potential nonrenewal or repricing of significant customer contracts.

Insights

Equity capital markets analyst

TETRA combines a sizable equity raise with a large, multi-year bromine expansion.

TETRA Technologies is launching a common stock offering of $100 million with a potential $15 million over-allotment option. This transaction is structured as an underwritten public offering under an existing Form S-3 shelf and is subject to market conditions.

The filing links the equity raise directly to funding the Arkansas Bromine Project, where about $49 million has already been invested and roughly $220 million in remaining capital expenditures is anticipated over the next two years. Project phasing extends through mechanical completion in 2026 and 2027, with operations targeted in early 2028.

New risk factors emphasize potential cost overruns, schedule delays, and funding gaps if other financing sources or customer contracts do not materialize as expected. The magnesium joint venture with Magrathea Metals adds an additional critical minerals angle, but its financial contribution is not quantified in this disclosure.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Primary equity offering size: $100 million of common stock Over-allotment option: $15 million of common stock Invested in Arkansas Bromine Project: $49 million +5 more

8 metrics

Primary equity offering size $100 million of common stock Underwritten public offering under Form S-3 shelf

Over-allotment option $15 million of common stock 30-day option for underwriters to cover over-allotments

Invested in Arkansas Bromine Project $49 million Cumulative spending from 2022 through March 31, 2026

Remaining bromine project capex $220 million Capital expenditures remaining as of March 31, 2026

Bromine plant capacity 75 million pounds per year Installed capacity of elemental bromine at project completion

Phase 2 target completion End of 2026 Mechanical completion of major infrastructure and equipment

Phase 3 target completion End of 2027 Final phase of Arkansas Bromine Project

Operations start target Early 2028 Expected start of bromine plant operations

Key Terms

underwritten public offering, shelf registration statement, final investment decision, critical minerals, +2 more

6 terms

underwritten public offering financial

"it intends to conduct an underwritten public offering (the “Offering”) of $100 million of shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shelf registration statement regulatory

"pursuant to a registration statement on Form S-3 ... declared effective on May 22, 2025"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

final investment decision financial

"our board of directors approved a final investment decision for the Arkansas Bromine Project"

A final investment decision is the point at which a person or organization chooses to move forward with a particular project or purchase after reviewing all the necessary information and options. It is like deciding to buy a house after considering all the costs, benefits, and alternatives. This decision is important because it determines whether and when the investment will be made, impacting future financial plans and outcomes.

critical minerals financial

"Critical Minerals and Our Arkansas Bromine Project"

Materials needed to build modern technologies—like batteries, electronics, renewable energy systems and defense equipment—that have few easy substitutes and often come from a small number of countries or mines. Investors care because their supply can be disrupted, expensive or slow to increase, which affects the cost, availability and growth prospects of companies and industries that rely on them; think of them as critical spare parts for the global economy.

over-allotments financial

"option to purchase up to an additional $15 million of shares ... solely to cover any over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

Risk Factor regulatory

"Risk Factor Update The Company is supplementing the risk factors previously disclosed"

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Understanding 8-K Material Events →

TETRA TECHNOLOGIES INC false 0000844965 0000844965 2026-06-02 2026-06-02 0000844965 us-gaap:CommonStockMember 2026-06-02 2026-06-02 0000844965 us-gaap:PreferredStockMember 2026-06-02 2026-06-02

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): June 2, 2026

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-13455		74-2148293
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

10000 Energy Drive

Spring, Texas 77389

(Address of Principal Executive Offices, and Zip Code)

(281) 367-1983

Registrant’s Telephone Number, including Area Code

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		TTI		New York Stock Exchange
Preferred Share Purchase Right		N/A		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 7.01 Regulation FD Disclosure

On June 2, 2026, TETRA Technologies, Inc., a Delaware corporation (the “Company”), issued a press release announcing that, subject to market conditions, it intends to conduct an underwritten public offering (the “Offering”) of $100 million of shares of its common stock, par value $0.01 per share (“Common Stock”), pursuant to a registration statement on Form S-3 (File No. 333-287210) filed with the U.S. Securities and Exchange Commission on May 12, 2025 and declared effective on May 22, 2025. In addition, the Company intends to grant the underwriters a 30-day option to purchase up to an additional $15 million of shares of Common Stock solely to cover any over-allotments, on the same terms and conditions as the Offering. A copy of the press release announcing the Offering is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 8.01 Other Events

On June 2, 2026, the Company provided certain operational updates to potential investors, the relevant excerpts of which are set forth below.

********

Critical Minerals and Our Arkansas Bromine Project

On May 28, 2026, we announced that our board of directors approved a final investment decision for the Arkansas Bromine Project, subject to securing necessary financing. Since commencement of the project in 2022 through March 31, 2026, we have invested approximately $49 million in the project, which has been funded from our base business free cash flow, excluding capitalized interest. As of March 31, 2026. we have approximately $220 million in remaining capital expenditures relating to the Arkansas Bromine Project, which are expected to be funded over the next two years from a combination of a portion of the proceeds from this offering, cash from operations, borrowings under our credit facility and other financing sources. As of March 31, 2026, we have completed Phase 1 of the bromine processing plant, including site preparation, power infrastructure, and installation of the bromine tower. Phase 2 is underway and will include major infrastructure and equipment supporting the processing plant with mechanical completion targeted by the end of 2026. Phase 3 is expected to be completed at the end of 2027, and 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.

Magnesium is one of the critical mineral opportunities anticipated to support our planned Specialty Chemicals & Minerals operating segment by 2030. We are evaluating the potential development of our magnesium resources from our brine leases. We have finalized the formation of a joint venture with Magrathea Metals (“Magrathea”) to advance domestic magnesium metal production to address current U.S. dependence on imported supply for defense, aerospace, and advanced manufacturing end-markets. The joint venture will leverage our specialty chemical processing expertise and large-scale magnesium resource base in combination with Magrathea’s proprietary electrolytic magnesium production technology, which has been underwritten in part by United States Department of War.

Risk Factor Update

The Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025 with the following risk factors:

We may not be able to fund or complete the Arkansas Bromine Project on the timeline or at the cost we currently anticipate, which could have a material adverse effect on our business and the market price of our common stock.

The Arkansas Bromine Project represents a significant ongoing capital project for TETRA. Phase 2 is underway and will include major infrastructure and equipment supporting the processing plant with mechanical completion targeted by the end of 2026. Phase 3 is expected to be completed at the end of 2027, and the plant is expected to begin operation in early 2028. Since commencement of the project in 2022 through March 31, 2026, we have invested approximately $49 million in the project, which has been funded from our base business free cash flow, excluding capitalized interest. As of March 31, 2026, we have approximately $220 million in remaining capital expenditures relating to the Arkansas Bromine Project, which assumes that upstream costs are shared proportionate to each working interest owner’s relative interest in the unit. If other working interest owners do not fund their share of the upstream costs, the capital expenditures necessary to complete the Arkansas Bromine Project may increase from current estimates. Construction projects of this scale carry inherent execution risks, including the potential for cost overruns, schedule delays, supply chain disruptions, contractor performance issues, labor availability constraints, regulatory or permitting delays, environmental matters, and other factors outside of our control. We intend to use a portion of the net proceeds from this offering to fund a portion of the construction costs of the Arkansas Bromine Project. We will need to seek additional financing to fund the remaining portion of the capital expenditures for the project. To the extent other sources, including cash generated from operations and amounts available under our credit facilities, are insufficient or unavailable, we may have to delay construction or modify the scope of the project. There can be no assurance that the Arkansas Bromine Project will be completed on the timeline currently anticipated, at the cost currently anticipated, or that it will achieve the projected installed capacity or operating results once completed. Any failure to complete the Arkansas Bromine Project as planned could have a material adverse effect on our business, financial condition, results of operations, prospects and the market price of our common stock.

There is no assurance that we will be able to extend or renew customer contracts after the end of the initial contractual term. Any such nonrenewal, or renewals at reduced rates or the loss of contracts with any significant customer, could adversely impact our financial results.

From time to time, we enter into long-term contracts with customers, which are subject to renegotiation in the normal course of business as they near the end of their initial terms. There is no assurance that any of our contracts with our customers will be extended or renewed by our customers or that any of our customers will continue to contract with the Company following the expiration of the relevant term. The inability to negotiate extensions or renew a substantial portion of our contracts, the renewal of such contracts at reduced rates, the inability to contract for additional services with our customers, or the loss of all or a significant portion of our services contracts with any significant customer, could lead to a reduction in revenue and net income and could require us to record additional asset impairments. This could have a material adverse effect upon our business, results of operations and financial condition.

********

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT		DESCRIPTION
99.1		Press Release, dated June 2, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				TETRA Technologies, Inc.
Date: June 2, 2026
				By:		/s/ Brady M. Murphy
						Brady M. Murphy
						President and Chief Executive Officer

Exhibit 99.1

TETRA Technologies, Inc. Announces Public Offering of Common Stock

SPRING, Texas, June 2, 2026, (PR Newswire) – TETRA Technologies, Inc. (“TETRA” or the “Company”) (NYSE: TTI) today announced the commencement of an underwritten public offering of $100 million of shares of its common stock, par value $0.01 per share (“Common Stock”), pursuant to an effective shelf registration statement on Form S-3 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Company intends to use the net proceeds it receives from the offering for general corporate purposes, including funding a portion of the construction costs of its Arkansas bromine project.

The Company expects to grant the underwriters a 30-day option to purchase up to an additional $15 million of shares of Common Stock solely to cover any over-allotments at the public offering price, less the underwriting discounts and commissions.

J.P. Morgan is serving as lead book-running manager for the offering. Jefferies is also serving as book-running manager. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The proposed offering will be made only by means of a prospectus and a prospectus supplement. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering and final prospectus supplement, when available, may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com, or by accessing the SEC’s website at www.sec.gov.

The offering is being conducted pursuant to the Registration Statement, previously filed with the SEC on May 12, 2025 and declared effective on May 22, 2025, and corresponding prospectus. A preliminary prospectus supplement thereto has been filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Common Stock or any other securities, nor shall there be any sale of such shares of Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Company Overview

TETRA Technologies, Inc. is an energy services and solutions company focused on developing environmentally conscious services and solutions. With operations on six continents, the Company’s portfolio consists of Energy Services, Industrial Chemicals, and Critical Minerals.

Investor Contact

For further information, please contact Matt Sanderson, Executive Vice President and Chief Financial Officer, at (281) 367-1983 or via email at msanderson@onetetra.com or Kurt Hallead, Treasurer and Vice President of Investor Relations at (281) 367-1983 or via email at khallead@onetetra.com.

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain statements that are deemed to be forward-looking statements. Generally, the use of words such as “may,” “see,” “expectation,” “expect,” “intend,” “estimate,” “projects,” “anticipate,” “believe,” “assume,” “could,” “should,” “plans,” “targets” or similar expressions that convey the uncertainty of future events, activities, expectations or outcomes identify forward-looking statements that the Company intends to be included within the safe harbor protections provided by the federal securities laws. These forward-looking statements include any statements regarding the proposed offering of Common Stock, including those regarding the use of proceeds of the offering. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to several risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performance or results and that actual results or developments may differ materially from those projected in the forward-looking statements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, those described in the section titled “Risk Factors” contained in the Company’s Annual Reports on Form 10-K, as well as other risks identified from time to time in its reports on Form 10-Q and Form 8-K filed with the SEC. Investors should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and the Company undertakes no obligation to update or revise any forward-looking statements, except as may be required by law.

FAQ

How large is TETRA Technologies (TTI) new common stock offering?

TETRA Technologies plans an underwritten public offering of $100 million in common stock, with a 30-day option for underwriters to buy up to an additional $15 million to cover over-allotments, all under its existing Form S-3 shelf registration.

How will TETRA Technologies (TTI) use the proceeds from the stock offering?

TETRA intends to use net proceeds for general corporate purposes, specifically including funding a portion of the construction costs of its Arkansas bromine project. Remaining project funding is expected from operations, credit facility borrowings, and other financing sources disclosed in the update.

What are the key details of TETRA Technologies (TTI) Arkansas Bromine Project?

The Arkansas Bromine Project has received board approval for final investment, subject to financing. TETRA invested about $49 million through March 31, 2026 and expects approximately $220 million of remaining capital spending, with plant operations targeted to begin in early 2028 at up to 75 million pounds capacity.

What new risks does TETRA Technologies (TTI) highlight about the Arkansas Bromine Project?

TETRA warns it may not fund or complete the Arkansas Bromine Project on its current timeline or budget. The company cites potential cost overruns, delays, funding shortfalls, and execution issues, which could materially affect its business, results, and common stock market price.

What is TETRA Technologies (TTI) new magnesium joint venture with Magrathea Metals?

TETRA has formed a joint venture with Magrathea Metals to advance domestic magnesium metal production from its brine leases. The partnership combines TETRA’s specialty chemical processing and resource base with Magrathea’s proprietary electrolytic magnesium technology to support a planned Specialty Chemicals & Minerals segment by 2030.

What customer contract risks does TETRA Technologies (TTI) disclose in this filing?

TETRA notes there is no assurance customer contracts will be extended or renewed at existing terms after initial periods. Nonrenewal, renewals at reduced rates, or loss of contracts with significant customers could reduce revenue and net income and may require asset impairments.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 7.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB