{"url_path":"/sec/tti/8-k/2026-06-04/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/844965/0001193125-26-256371-index.html","accession_number":"0001193125-26-256371","cik":"0000844965","ticker":"TTI","issuer_name":"TETRA TECHNOLOGIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/844965/0001193125-26-256371-index.html","primary_entity_key":"0000844965","primary_entity_name":"TETRA TECHNOLOGIES INC"},"word_count":440,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events\n\nOn 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.\n\nThe 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.\n\nAs 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.\n\nFurther, 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.\n\nThe 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.\n\n \n\nThe 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.\n\nA 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."}