TETRA Technologies (NYSE: TTI) prices stock sale to fund Arkansas bromine project

Rhea-AI Filing Summary

TETRA Technologies, Inc. is conducting an underwritten public offering of 10,810,811 shares of common stock at $9.25 per share under an effective shelf registration statement. The company expects net proceeds of approximately $94.0 million to support general corporate purposes, including construction of its Arkansas bromine project.

The underwriters received a 30-day option to purchase up to 1,621,621 additional shares, which was exercised in full and is expected to add approximately $15.0 million in gross proceeds. TETRA agreed to a 60-day lock-up on additional share sales, and the offering is expected to close on June 4, 2026, subject to customary conditions.

Insights

Capital markets analyst

TETRA raises equity capital to fund growth, including its Arkansas bromine project.

TETRA Technologies is using an underwritten public offering to issue 10,810,811 new common shares at $9.25 per share. The company expects net proceeds of about $94.0M, providing fresh equity capital under its existing shelf registration.

The underwriters’ 30-day option for 1,621,621 additional shares was exercised in full, adding expected gross proceeds of roughly $15.0M. This equity raise helps fund the Arkansas bromine project and other corporate needs, while a 60-day lock-up limits further share sales by the company in the near term.

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 shares offered: 10,810,811 shares Offering price: $9.25 per share Expected net proceeds: $94.0 million +5 more

8 metrics

Primary shares offered 10,810,811 shares Underwritten public offering of common stock

Offering price $9.25 per share Price to the public for common stock

Expected net proceeds $94.0 million Net proceeds from primary offering as described in prospectus

Underwriters’ option shares 1,621,621 shares Additional shares to cover over-allotments

Additional gross proceeds Approximately $15.0 million From full exercise of underwriters’ option

Option period 30 days Duration of underwriters’ over-allotment option

Company lock-up period 60 days Restriction on additional common stock sales by company

Expected closing date June 4, 2026 Anticipated closing of the stock offering

Key Terms

underwritten public offering, shelf registration statement, over-allotments, underwriting agreement, +2 more

6 terms

underwritten public offering financial

"announced the pricing of an underwritten public offering of 10,810,811 shares of its common stock"

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 an effective shelf registration statement on Form S-3"

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.

over-allotments financial

"option to purchase up to an additional 1,621,621 shares of Common Stock 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.

underwriting agreement financial

"entered into an underwriting agreement pursuant to which the Company agreed to sell to the Underwriters"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

lock-up financial

"has agreed not to sell, transfer or otherwise dispose of any shares of Common Stock for a period ... 60 days"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

forward-looking statements regulatory

"This news release includes certain statements that are deemed to be forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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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”), announced the pricing of an underwritten public offering (the “Offering”) of 10,810,811 shares of its common stock, par value $0.01 per share (“Common Stock”), at a price to the public of $9.25 per share, pursuant to a registration statement on Form S-3 (File No. 333-287210) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2025 and declared effective on May 22, 2025, including the prospectus forming a part of the Registration Statement, and a preliminary prospectus supplement, which was filed with the SEC on June 2, 2026. A copy of the press release announcing the pricing of 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 (the “Securities Act”), 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 and J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 10,810,811 shares of Common Stock at the public offering price less underwriting discounts and commissions.

The material terms of the Offering are described in the prospectus supplement, dated June 2, 2026 (the “Prospectus”), to be filed by the Company with the SEC on or around June 4, 2026, pursuant to Rule 424(b) under the Securities Act.

As described in the Prospectus, the Company expects to receive net proceeds from the Offering of approximately $94.0 million and intends to use the net proceeds of the Offering (including any proceeds from the exercise of the Underwriters’ option to purchase additional shares) for general corporate purposes, including the construction of the Company’s Arkansas bromine project.

Further, pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase, at the public offering price less underwriting discounts, up to 1,621,621 additional shares of Common Stock (the “Option Shares”) solely to cover any over-allotments and has agreed not to sell, transfer or otherwise dispose of any shares of Common Stock for a period beginning from the date of the Underwriting Agreement and ending 60 days after the date of the Underwriting Agreement without first obtaining the written consent of J.P. Morgan Securities LLC, as representative of the Underwriters, subject to certain exceptions. On June 3, 2026, the Underwriters exercised their option to purchase the Option Shares in full, which is expected to provide additional gross proceeds of approximately $15.0 million.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated into this Item 8.01 by reference.

A copy of the legal opinion of Vinson & Elkins L.L.P. relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 hereto and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT		DESCRIPTION
1.1		Underwriting Agreement, dated as of June 2, 2026, by and between TETRA Technologies, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule 1 thereto.
5.1		Opinion of Vinson & Elkins L.L.P.
23.1		Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto).
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 4, 2026
				By:		/s/ Brady M. Murphy
						Brady M. Murphy
						President and Chief Executive Officer

Exhibit 99.1

TETRA Technologies, Inc. Announces Pricing of Public Offering of Common Stock

SPRING, Texas, June 2, 2026, (PR Newswire) – TETRA Technologies, Inc. (“TETRA” or the “Company”) (NYSE: TTI) today announced the pricing of an underwritten public offering of 10,810,811 shares of its common stock, par value $0.01 per share (“Common Stock”), at a price to the public of $9.25 per share, 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 has granted the underwriters a 30-day option to purchase up to an additional 1,621,621 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. Berenberg, Johnson Rice & Company, Northland Capital Markets and CJS Securities are serving as co-managers for the offering. The offering is expected to close on June 4, 2026, subject to customary closing conditions.

The offering is being made only by means of a prospectus and a final prospectus supplement that meet the requirements under the Securities Act of 1933, as amended. Copies of the final 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 Registration Statement was filed with the SEC on May 12, 2025 and declared effective on May 22, 2025. The Registration Statement may be obtained free of charge at the SEC’s website at www.sec.gov under “TETRA Technologies, Inc.” 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 offering of Common Stock, including those regarding the use of proceeds of the offering and the closing 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

What did TETRA Technologies (TTI) announce in this 8-K filing?

TETRA Technologies announced the pricing of an underwritten public offering of 10,810,811 shares of common stock at $9.25 per share, under an effective shelf registration, along with a 30-day underwriters’ option for additional shares.

How much capital will TETRA Technologies (TTI) raise from the stock offering?

TETRA expects net proceeds of approximately $94.0 million from the primary 10,810,811-share offering and additional gross proceeds of about $15.0 million from the underwriters’ full exercise of their 1,621,621-share option.

What will TETRA Technologies (TTI) use the offering proceeds for?

TETRA intends to use the net proceeds for general corporate purposes, including funding a portion of the construction costs of its Arkansas bromine project, supporting its broader energy services, industrial chemicals, and critical minerals portfolio.

What are the key terms of TETRA Technologies’ (TTI) underwritten offering?

The offering covers 10,810,811 common shares at $9.25 per share, with underwriters granted a 30-day option for 1,621,621 additional shares. TETRA entered an underwriting agreement and agreed to a 60-day lock-up on further common stock sales, subject to exceptions.

When is TETRA Technologies’ (TTI) stock offering expected to close?

The offering is expected to close on June 4, 2026, subject to customary closing conditions outlined in the underwriting agreement between TETRA Technologies and the underwriting syndicate led by J.P. Morgan Securities LLC.

Who is managing TETRA Technologies’ (TTI) equity offering?

J.P. Morgan is serving as lead book-running manager, with Jefferies as book-running manager and Berenberg, Johnson Rice & Company, Northland Capital Markets, and CJS Securities acting as co-managers for the TETRA Technologies common stock offering.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 7.6 KB

Other Documents

• EX-1.1 EX-1.1 189.2 KB
• EX-5.1 EX-5.1 10.0 KB
• 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