{"url_path":"/sec/tti/8-k/2026-06-02/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/844965/0001193125-26-253580-index.html","accession_number":"0001193125-26-253580","cik":"0000844965","ticker":"TTI","issuer_name":"TETRA TECHNOLOGIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/844965/0001193125-26-253580-index.html","primary_entity_key":"0000844965","primary_entity_name":"TETRA TECHNOLOGIES INC"},"word_count":964,"has_tables":true,"body_markdown":"Item 8.01 Other Events\n\nOn June 2, 2026, the Company provided certain operational updates to potential investors, the relevant excerpts of which are set forth below.\n\n********\n\nCritical Minerals and Our Arkansas Bromine Project\n\nOn 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.\n\nMagnesium 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.\n\n \n\nRisk Factor Update\n\nThe 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:\n\nWe 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.\n\nThe 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.\n\nThere 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.\n\nFrom 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."}