TETRA (TTI) Insider Filing: Sanderson Vesting, 11,810 Shares Surrendered for Taxes

Rhea-AI Filing Summary

Matthew Sanderson, Executive Vice President of TETRA TECHNOLOGIES INC (TTI), reported changes in his beneficial ownership on 08/25/2025. Two restricted stock unit awards vested: 15,942 units from the February 22, 2023 grant and 15,124 units from the February 19, 2024 grant, each converting one-for-one into common shares on vesting. To satisfy tax-withholding, he surrendered 6,161 and 5,649 shares at a stated price of $4.49 per share. Following these transactions the filing shows various ownership totals, including 700,995 and 695,346 shares reported after different transactions. Remaining portions of the 2023 award vest semiannually through February 25, 2026, and the 2024 award vests semiannually through February 25, 2027. The form was signed by an attorney-in-fact on 08/27/2025.

Positive

• Vested equity compensation converted to common shares, providing non-cash alignment with shareholders
• Transparent reporting of tax-withholding via share surrender and explicit vesting schedules through 2026/2027

Negative

• Share surrender to cover taxes reduced the net increase in holdings (6,161 and 5,649 shares surrendered)
• Tax withholding price disclosed ($4.49) indicates shares were withheld/surrendered rather than sold on open market

Insights

Financial Analyst

TL;DR: Insider received vested RSUs and used surrendered shares to cover tax withholding; ownership remained substantial.

The filing documents routine compensation-related equity transactions rather than open-market trades. Vesting converted restricted stock units to common shares at no cash exercise cost, increasing immediate share count while simultaneous share surrender reduced net share increase to cover taxes at $4.49 per share. The reported post-transaction beneficial ownership figures indicate Mr. Sanderson continues to hold a material number of shares, consistent with executive compensation settlement activity rather than liquidity-driven disposal.

Corporate Governance Expert

TL;DR: This Form 4 reflects standard RSU vesting and tax-withholding mechanics, with no governance red flags disclosed.

The disclosure identifies two separate RSU vesting events tied to grants from 2023 and 2024 and specifies continued scheduled vesting through 2026 and 2027. Tax withholding was handled via share surrender to the issuer, a common practice that avoids cash payments and is transparently reported here. There are no indications in the filing of sales for other purposes or any unusual related-party arrangements; the filing was executed by an attorney-in-fact and contains required explanatory detail on vesting schedules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SANDERSON MATTHEW

(Last) (First) (Middle)

24955 INTERSTATE 45 N

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TETRA TECHNOLOGIES INC [ TTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2025		M(1)		15,942	A	$0.00	692,032	D
Common Stock	08/25/2025		F(2)		6,161	D	$4.49	685,871	D
Common Stock	08/25/2025		M(3)		15,124	A	$0.00	700,995	D
Common Stock	08/25/2025		F(4)		5,649	D	$4.49	695,346	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	08/25/2025		M(1)			15,942	(5)	(5)	Common Stock	15,942	$0.00	15,942	D
Restricted Stock Units	$0.00	08/25/2025		M(3)			15,124	(6)	(6)	Common Stock	15,124	$0.00	45,373	D

Explanation of Responses:

1. Represents vested shares of restricted stock units granted on February 22, 2023. Restricted stock units convert into common stock on a one-for-one basis.

2. Reflects units surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of the restricted stock unit granted on February 22, 2023.

3. Represents vested shares of restricted stock units granted on February 19, 2024. Restricted stock units convert into common stock on a one-for-one basis.

4. Reflects units surrendered to the Issuer to satisfy tax withholding obligations upon the vesting of the restricted stock unit granted on February 19, 2024.

5. The remaining unvested portion of this restricted stock unit award will vest every six months until fully vested on February 25, 2026. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock upon vesting of the unit.

6. The remaining unvested portion of this restricted stock unit award will vest every six months until fully vested on February 25, 2027. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock upon vesting of the unit.

Remarks:

	Kimberly M. O'Brien, attorney in fact	08/27/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Matthew Sanderson (TTI) report on 08/25/2025?

He reported the vesting of 15,942 RSUs from a 2023 grant and 15,124 RSUs from a 2024 grant, with related share surrenders to cover taxes.

How many shares were surrendered for tax withholding and at what price?

The filing shows 6,161 and 5,649 shares surrendered to satisfy tax withholding obligations at a price of $4.49 per share.

What are the remaining vesting schedules for the RSU awards disclosed?

The remaining portion of the 2023 award vests every six months until fully vested on February 25, 2026; the 2024 award vests every six months until fully vested on February 25, 2027.

Did Sanderson sell shares in an open-market transaction according to this Form 4?

No. The transactions reported are vesting of restricted stock units and surrenders to satisfy tax withholding, not open-market sales.

Who signed the Form 4 and when was it filed?

The filing was signed by an attorney-in-fact, Kimberly M. O'Brien, on 08/27/2025 and the transactions are dated 08/25/2025.