TTI 10-K & 10-Q changes, risk factors and insider trading

Prolonged volatility and low levels of oil and natural gas prices and supply and demand imbalances generate depressed levels of exploration, development, and production activity. If oil and natural gas prices decline significantly and supply and demand imbalances persist, there would be a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. Should current market conditions worsen for an extended period of time, we may be required to record additional asset impairments. Such potential impairment charges could have a material adverse impact on our operating results. See “Changes in the economic environment have resulted, and could further result, in significant impairments of certain of our long-lived assets.”

Our operating results in general, and gross profit in particular, are determined by market conditions and the products and services we sell in any period. Other factors, such as heightened competition, changes in sales and distribution channels, availability of skilled labor and contract services, shortages in raw materials, or inability to obtain suppliessupplies, such as bromine, at reasonable prices, may also affect the cost of sales and the fluctuation of gross margin in future periods. Although equipment and materials used in providing our products and services to our customers are normally readily available, market conditions could trigger constraints in the supply chain of certain equipment and raw materials used in providing products and services to our customers. If we experience future supply chain disruptions, or if we experience significant increases in the costs of equipment and materials used in providing our products and services, it could have a material adverse effect on our revenues and profitability.

Other factors affecting our operating results and activity levels include oil and natural gas industry spending levels for exploration, completion, production, development, and acquisition activities, and impairments of long-lived assets. Customer consolidation may also lead to reductions in capital spending that could have an adverse effect on our business. In addition, Completion Fluids & Products DivisionSegment profitability in future periods will continue to be affected by the mix of its products and services, including the timing of TETRA CS Neptune completion fluid projects,projects and sales of TETRA PureFlow Plus, which are also dependent upon the success of customer offshore exploration and drilling efforts. If our customers reduce capital expenditures, such reductions may have a negative effect on the demand for many of our products and services and on our revenues and results of operations. A large concentration of our operating activities is located in the Permian Basin region of Texas and New Mexico. Our revenues and profitability are particularly dependent upon oil and natural gas industry activity and spending levels in this region. Our operations may also be affected by technological advances, cost of capital, and tax policies. Adverse changes in any of these other factors may have a material adverse effect on our revenues and profitability.

As of December 31, 2024,2025, we held investmentsan investment in Kodiak Gas Services, Inc. (“Kodiak”) and Standard Lithium, which had a fair valuesvalue of $18.4$3.6 million and $1.2 million, respectively.million. Our operating results could be significantly affected by fluctuations in the market value of thesethis investments.investment. In January 2025, we sold our Kodiak Gas Services, Inc. shares for proceeds of $19.0 million, net of transaction and broker fees. The value of our remaining investmentsinvestment in Standard Lithium may be adversely affected by negative changes in Standard Lithium’s results of operations, cash flows and financial position.

As of December 31, 2024,2025, we also held investments valued at approximately $8.6$8.3 million in a convertible note, common unitsunits, and preferred units issued by two privately-held companies. These convertible notes, common units and preferred units are not publicly traded and may not be offered, sold, transferred or pledged until such units are registered pursuant to an effective registration statement or pursuant to an exemption from registration. These investments will be subject to fair value measurement adjustments which have and will affect our financial results and there can be no assurance that the convertible notes will ultimately be repaid or converted in equity of the issuers.

We sell a variety of CBFs to the oil and gas industry and non-energy markets, including calcium chloride, calcium bromide, zinc bromide, zinc calcium bromide, sodium bromide, formate-based brines, and our TETRA CS Neptune fluids, some of which we manufacture and some of which are purchased from third parties. Sales of these products contribute significantly to our revenues. In our manufacture of calcium chloride, we use brines, hydrochloric acid, and other raw materials purchased from third parties. In our manufacture of brominated CBF products, we use elemental bromine, hydrobromic acid, and other raw materials that are purchased from third parties. There are several raw materials for which there are only a limited number of suppliers or a single supplier. To mitigate potential supply constraints, we enter into supply agreements with particular suppliers. For example, we are currently required to purchase all of our requirements of elemental bromine, up to a certain specified maximum and subject to a specified annual minimum, from LANXESS under a long-term supply agreement. We also evaluate alternative sources of supply to avoid reliance on limited or sole-source suppliers when possible. Although we have long-term supply agreements with LANXESS, there is no assurance that we will have an adequate supply of elemental bromine or the other raw materials required for all of our CBF opportunities, that we will be able to find other long-term supply agreements if needed or that such raw materials will be available at reasonable prices. Economic sanctions and other regulations imposed by the United States and other international countries as a result of the conflict involving Russia and Ukraine, Israel and Gaza region, hostilities in the Middle East, or maritime piracy attacks has disrupted and may again disrupt supplies or affect the prices of certain raw materials. Should the conflict in Ukraine or other international locations further escalate, it is difficult to anticipate the extent to which current or future sanctions could increase our costs, disrupt our supplies, reduce our sales or otherwise affect our operations. Additionally, new or increased tariffs could impact raw material prices and the cost of component parts. If we are unable to acquire these raw materials at reasonable prices, or at all, for a prolonged period, our Completion Fluids & Products DivisionSegment business could be materially and adversely affected.

We may not be able to economically extract lithiumlithium, bromine or bromineother minerals from the leased acreage in our Arkansas brine leases.

In addition to proven bromine reserves, our Arkansas brine leases currently contain probable bromine reserves andreserves, inferred, indicated and measured resources of lithium and bromine,bromine and measured and indicated resources of magnesium, and we may never convert any of these resources to proven mineral reserves on these properties, or enough of them to justify the decision to engage in the extraction of lithiumlithium, bromine, magnesium and/or bromine.other minerals. There can be no assurance that any future exploration efforts on these properties will be successful.

While we continue to evaluate the next steps regarding the potential development of our brine leases, we have only very recently completed a definitive feasibility study with respect to bromine and an updated technical resources report for our Evergreen Brine Unit, and we are not currently able to determine the economic viability of the extraction of the lithium and bromine from the leased acreage. In addition, the extraction of lithiumlithium, bromine, magnesium and bromineother minerals from these brine leases will likely require a significant amount of time and capital, which may exceed current estimates and which may not be available to us on acceptable terms or at all. In AugustSeptember 2024,2025, we published aan updated definitive feasibility study forand theupdated productionour oftechnical bromineresources report with respect to bromine, lithium, magnesium, manganese and other key minerals from our Evergreen Brine Unit. Prior to producing magnesium, lithium and/or bromine from TETRA’s brine leases, including the Evergreen Brine Unit, we must complete a lithium FEED study and a feasibility study for our lithium acreage, validate the lithium technologies used,used before lithium production begins, coordinate with the local utility co-op for the construction of power infrastructure to supply electricity to our plant site, complete detailed engineering for a processing facility, obtain permits for our extraction activities which could be subject to delays or onerous conditions, as well as finalize any contractual agreements with our potential joint venture partner,partners, Saltwerx.Saltwerx and Magrathea Metals, Inc. (“Magrathea”). We and Saltwerx continue to evaluate the potential development of and the negotiation of the joint venture for the Evergreen Brine Unit and are continuing to advance the engineering studies required to more precisely define the lithium project economics. Unless and until we finalize any contractual agreements with Saltwerx, including a joint venture agreement, our relationship with Saltwerx will be governed by the Memorandum of Understanding (“MOU”) and the Brine Unit Operating Agreement approved by the Arkansas Oil and Gas Commission. See “Item 2. Properties—Bromine and Lithium Resources” for more information regarding the MOU. In addition, we signed a term sheet with Magrathea regarding a potential joint venture and we are evaluating the potential development of our magnesium resources and the negotiation of a joint venture with respect to magnesium from our brine leases. As a result of these uncertainties, no assurance can be given that any future exploration programs will result in the discovery of commercially viable mineral resources or reserves.

Failure to effectively and timely execute any of our lowstrategic carbon energygrowth initiatives could have an adverse effect on our business and financial condition.

Our future success may depend on our ability to effectively execute on our strategic growth initiatives, including our low carbon energy initiatives. This strategy depends on our ability to effectively identify, develop, and scale new technologies, such as TETRA Oasis TDS, expand application of our global infrastructure and chemistry expertise and on the economic viability of the extraction of lithiumlithium, bromine and bromineother minerals from our Arkansas brine leases. In addition, the demand for our new technologies or products, such TETRA Oasis TDS and TETRA PureFlow Plus, may not materialize as expected. Furthermore, execution of our lowstrategic carbongrowth initiatives are subject to a number of permitting, real estate, and project development risks, which could delay, limit, or even prevent the successful execution of these initiatives. Moreover, we cannot guarantee that the lowstrategic carbongrowth initiatives we may identify will meet the expectations of our various stakeholders. Even if successful, we could face increased costs from our pursuit of lowour carbonstrategic growth initiatives. For example, the exploration, development and extraction of brinebromine, lithium and lithiumother minerals from our Arkansas brine leases will likely require significant time and capital, and there is no guarantee of a return from these operations. Our lowstrategic carbon energygrowth initiatives may also depend in part on successful development of partnerships with other companies, such as our partnership and investments in privately-held companies and our MOU and potential joint venture partnership with Saltwerx,Saltwerx and potential joint venture with Magrathea, and such partners’ execution of their own respective projects and business strategies. Moreover, successful execution of these initiatives may turn on the timely issuance of permits or other authorizations for activities, which we cannot control. If we, or the projects or partners we invest in, fail to execute our lowstrategic carbon energygrowth initiatives as planned, or if execution of such initiatives requires more time and capital than expected, demand for our technologies, services and mineral assets and consequently, our business, results of operations and financial condition could be adversely affected.

In certain markets, the Water & Flowback Services Division’sSegment’s onshore water management services can be dependent on adequate water supplies being available to our customers. To the extent severe drought or other weather-related conditions prevent our customers from obtaining needed water, frac water operations may not be possible and our Water & Flowback Services DivisionSegment business may be negatively affected.

During 2024,2025, the closing price for our common stock ranged from a high of $4.93$9.40 per share to a low of $2.76$2.13 per share. In recent years, the stock market in general has experienced extreme price and volume fluctuations that have affected the market price for companies in industries similar to ours. Some of these fluctuations have been unrelated to operating performance and are attributable, in part, to outside factors such as general economic conditions, including the impact of the ongoing Russia-Ukraine conflict, conflict in the Israel-Gaza region, continued hostilities in the Middle East, maritime piracy attacks, inflation, and fear of a global recession. The volatility of our common stock may make it difficult to resell shares of our common stock at attractive prices.

As of December 31, 2024,2025, our total long-term debt outstanding of $179.7$181.4 million consisted of the carrying amount outstanding under our creditTerm facility.Credit OurAgreement, credit facilitywhich matures in January 2030 and consists of a $190.0 million funded term loan and a $75.0 million delayed-draw term loan (collectively the “Term Credit Agreement”).2030. We also have availability under our Asset-Based Credit Agreement (the “ABL Credit Agreement”), and under our revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”).

The Term Credit Agreement contains certain affirmative and negative covenants, including covenants that restrict the ability of the Company and certain of its subsidiaries to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, engaging in mergers and other fundamental changes, the making of investments, entering into transactions with affiliates, the payment of dividends and other restricted payments, the prepayment of other indebtedness and the sale of assets. The Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the new term loan credit agreement) of not more than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the New Term Credit Agreement) of not less than $50.0 million at all times.

We may not be able to utilize all or a portion of our net operating loss carryforwards or other tax benefits to offset future taxable income for U.S. federal, U.S. state or foreignnon-U.S. tax purposes, which could adversely affect our financial position, results of operations and cash flows. WeOur haveBoard of Directors adopted a Tax Benefits Preservation PlanPlan, (the “Tax Plan”) thatwhich is designed to protectpreserve our Taxnet Attributes.operating loss carryforwards and other tax benefits.

As of December 31, 2024,2025, we had deferred tax assets associated with U.S. federal, U.S. state, and foreignnon-U.S. net operating loss carryforwards/carrybacks (“NOLs”) equal to approximately $72.4$66.3 million, $9.0$8.5 million, and $7.7$9.1 million, respectively. In thosethe countries and statesjurisdictions in which NOLs are subject to an expiration period, our NOLs, if not utilized, will expire at various dates beginning in 20252026 through 2043.2041.

We may be limited in the portion of our NOLs that we can use in the future to offset taxable income for United States,U.S. federal, U.S. state, and foreignnon-U.S. income tax purposes. Utilization of these NOLs depends on many factors, including our future taxable income, which cannot be assured and our future assessments may be materially different from the current estimate.

Under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation experiences an “ownership change,” anyits NOLs, losses or deductions attributable to a “net unrealized built-in loss”NOLs and certain other tax attributes (“Tax Attributes”) could be substantially limited,limited and the timing of the usage of such Tax Attributes could be substantially delayed. A corporation generally will experience an ownership change if one or more stockholders (or group of stockholders) who are each deemed to own at least 5% of the corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a testing period (generally, a rolling three-year period). Utilization of our Tax Attributes may be subject to a significant annual limitation as a result of prior or future “ownership changes.” Determining the limitations under Section 382 is technical and highly complex, and no assurance can be given that, upon further analysis, our ability to take advantage ofutilize our NOLs or other Tax Attributes will not be limited to a greater extent than we currently anticipate.

TheOur Board of Directors has adopted the Tax Plan to protectpreserve the availability of the Company’sour Tax Attributes. The Tax Plan is designedcontributes to reduce the likelihoodpreservation thatof weour experienceTax an ownership changeAttributes by deterring certain acquisitions of our common stock.stock, and is intended to reduce the risk that an ownership change under Section 382 occurs. There can be no assurances, however, that the deterrent mechanism will be effective, and, therefore, such acquisitions may still occur. In addition, the Tax Plan could adversely affect the marketability of our common stock by discouraging existing or potential investors from acquiring our common stock or additional shares of our common stock. If thewe Company isare unable to use the Tax Attributes in years in which itwe hashave taxable income, thewe Companywould willlikely pay significantly more in cash tax than if itwe were able to utilize the Tax Attributes, and those tax costs would negatively impact the Company’sour financial position, results of operations and cash flows.

From 2001 to 2012, our former subsidiary, Maritech Resources, Inc. (“Maritech”),Maritech, acquired, produced, and operated various oil and gas properties in the Gulf of America and eventually sold the various oil and gas producing properties in numerous transactions to different buyers. In connection with those sales, the buyers generally assumed the decommissioning liabilities associated with the properties sold (the “Legacy Liabilities”) and generally became the successor operator. In some cases, we provided guaranties of certain liabilities retained by Maritech, and we provided guaranties to the entities which originally sold the properties to Maritech. To the extent that a buyer, or subsequent buyer, of these properties fails to perform the decommissioning work required, Maritech or we may be required to perform operations to satisfy the Legacy Liabilities.

In March 2018, pursuant to a series of transactions, Maritech sold the remaining offshore leases held by Maritech to Orinoco Natural Resources, LLC (“Orinoco”) and, immediately thereafter, we sold all equity interest in Maritech to Orinoco. Under the Maritech Asset Purchase Agreement, Orinoco assumed all of Maritech’s decommissioning liabilities related to the leases conveyed to Orinoco (the “Orinoco Lease Liabilities”) and, under the Maritech Membership Interest Purchase Agreement, Orinoco assumed all other liabilities of Maritech, including the Legacy Liabilities and liabilities pertaining to properties still operated by Maritech, subject to limited exceptions unrelated to the decommissioning liabilities. Pursuant to a Bonding Agreement entered into as part of the Orinoco transactions (the “Bonding Agreement”), Orinoco provided non-revocable performance bonds in an aggregate amount of $46.8 million to cover the Orinoco Lease Liabilities (the “Initial Bonds”) and agreed to replace the Initial Bonds with other non-revocable performance bonds in the aggregate sum of $47.0 million (collectively, the “Replacement Bonds”). In the event Orinoco does not provide the Replacement Bonds, Orinoco is required to make certain cash escrow payments to us. However, as of the date of this report, the Replacement Bonds have not been received and no cash escrow payments have been made. In the event that Orinoco fails to perform, our guarantees may still cover these liabilities. Separately, significant decommissioning liabilities that were assumed by the buyers of the Maritech properties in these previous sales remain unperformed. If these buyers, or any successor owners of the Maritech properties, are unable to satisfy and extinguish their decommissioning liabilities due to bankruptcy or other liquidity issues, the U.S. Department of the Interior may seek to impose those obligations on Maritech and on us. The amount of cash necessary to satisfy these obligations could be significant and, if Maritech or Orinoco is unable to cover any deficiency between any bond payment and the decommissioning liability, we may be liable for a portion of the costs and our financial condition and results of operations may be negatively affected. For example, Maritech is liable, with other third parties, for certain decommissioning obligations in the Gulf of America. While the ultimate outcome of this matter cannot be predicted, we could potentially be liable for an estimated amount in the range of $5.8 million to $19.4 million, depending on the outcome of negotiations and whether other partners or property owners in the chain of title fulfill their respective obligations under their agreements. Such estimates are based on information known to us as of the time of this report and are subject to change.

In addition, Maritech and certain other interest owners have received decommissioning orders from BSEE and could receive additional decommissioning orders in the future. Such decommissioning orders received by Maritech and other interest owners relate to asset retirement obligations for certain properties in the Gulf of America. From time to time, we also receive demand notices from third parties related to certain corporate guarantees or other arrangements covering such decommissioning liabilities. While the ultimate outcome of such matters cannot be predicted at this time, if Maritech or other interest owners default, BSEE or third parties may seek to enforce certain corporate guarantees or third party indemnity agreements against us for a portion of such decommissioning obligations, which may be significant. On February 13, 2025, Arena Energy, LLC filed a complaint in the U.S. District Court for the Southern District of Texas seeking indemnification from us and Maritech for decommissioning costs related to a Maritech oil and gas platform in the Gulf of America. The estimated remaining decommissioning costs for such property are approximately $24.5 million, before TETRA’s bond proceeds of $8.1 million. Additionally, on November 3, 2025, Anadarko E&P Onshore LLC (“Anadarko”) filed a complaint in U.S. District Court for the Southern District of Texas for amounts exceeding $27.0 million asserting Maritech and TETRA are allegedly in breach of certain purported obligations to address plugging and abandonment and decommissioning obligations for certain outer continental shelf leases and related infrastructure located in the Gulf of America. While the ultimate outcome of this matter cannot be predicted, we could potentially be liable for an estimated amount in the range of $11.3 million to $27.0 million, before Maritech’s proportionate share of the bond proceeds (approximately $3.9 million), depending on the outcome of negotiations and whether other partners or property owners in the chain of title fulfill their respective obligations under their agreements. Such estimates are based on information known to us as of the time of this report and are subject to change. We are evaluating the allegations included in the complaintcomplaints and intend to vigorously defend against the claims brought by Arena Energy, LLC and Anadarko, but are presently unable to predict the duration, scope or result of this proceeding. The estimates above exclude attorney fees, which cannot be reasonably determined.

The U.S. Department of the Interior also increased its estimates for decommissioning liabilities in the Gulf of America, causing the potential need for additional supplemental bonding and/or other financial assurances to be dramatically increased. When coupled with any volatility with respect to the prices of oil and gas, it is difficult to predict the impact of BOEM’s 2024 rule and regulatory changes already promulgated, and any other changes as may be forthcoming by the U.S. Department of the Interior relating to financial assurance for decommissioning liabilities. We cannot predict what actions, if any, and on what timing, the newcurrent Administrationadministration may take with respect to these matters; however, the ultimate impact of BOEM’s 2024 rule, and other rulemaking, is presently unclear given a recent Executive Order issued by the Trumpcurrent Administration.administration. Still, any further revisions to the U.S. Department of the Interior’s supplemental bonding requirements that increase their stringency could result in demands for the posting of increased financial assurances by owners and operators in the Gulf of America, including Maritech, Orinoco and the other entities to whom Maritech divested its Gulf of America assets, but such demands cannot be directly placed on us due to the fact that we are only a former parent company of Maritech and are only a guarantor as opposed to an actual lease owner or operator. This may force lease owners and operators of leases and other infrastructure in the Gulf of America to obtain additional surety bonds or other forms of financial assurance, the costs of which could be significant. Moreover, the changes to the bonding and financial assurance program for the Gulf of America (to include loss of supplemental bonding waivers, exceedances of the surety bond market’s ability to meet current demands, and resultant bankruptcies) could increase the risk that we may be required to step in and satisfy remaining decommissioning liabilities of Maritech and any buyer of the Maritech properties, including Orinoco, through our third-party indemnity agreements and private guarantees. Such obligations could be significant and could adversely affect our business, results of operations, financial condition and cash flows.

In August 2022, President Biden signed the IRA 2022 into law. The IRA 2022 contains hundreds of billions in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions. In addition, the IRA 2022 imposes the first ever federal fee on the emission of greenhouse gases through a methane emissions charge. The IRA 2022 amends the federal Clean Air Act to impose a fee on the emission of methane from sources required to report their GHG emissions to the U.S. Environmental Protection Agency (“EPA”), including those sources in the onshore petroleum and natural gas production and gathering and boosting source categories. The methane emissions chargecharges beganwere set to begin in calendar year 2024; athowever $900the perOne tonBig Beautiful Bill Act signed into law on July 4, 2025, postponed the effective date of methane,methane increasesemissions tocharges $1,200until in2034. 2025,As anda willresult, bewhile setthe at $1,500obligation for 2026 and each year after. Calculation of the fee remains, implementation is basedstalled onuntil certainnew thresholdsrules establishedare in the IRA 2022. While the tax incentives created by the IRA for carbon capturedeveloped and sequestrationtake effect, which may increasenot demandoccur foruntil some of the services we provide as part of our low carbon solutions business, the methane charge imposed on our oil and natural gas customers could further accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives. We cannot predict whether, how, or when the incoming Trump administration might take action to revise or repeal the methane emissions charge. Additionally, Congress may take actions to repeal or revise the IRA, including with respect to the methane emissions charge, which timing or outcome similarly cannot be predicted.2034. To the extent that the methane emissions charge is implemented asin originally promulgated,2034, it could decrease demand for oil and gas and consequently adversely affect the business of our customers, thereby reducing demand for our other services.

In the United States, no comprehensive climate change legislation has been implemented at the federal level, though laws such as the IRA 2022 advance numerous climate-related objectives. Following the U.S. Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA adopted regulations that, among other things, established construction and operating permit reviews for GHG emissions from certain large stationary sources, required the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources in the United States, and together with the DOT, implemented GHG emissions limits on vehicles manufactured for operation in the United States. However, from time to time certain administrations have taken actions to repeal or revise such climate-related actions. For example, in February 2026, the regulationEPA rescinded its 2009 GHG (“GHG”) Endangerment Finding and all subsequent federal GHG emission standards for vehicles and engines of methanemodel fromyears oil2012 to 2027 and gasbeyond. facilitiesIt hasis beenunclear subjectat tothis uncertaintytime what the effect on the Company will be of this action or whether it will be upheld if challenged in recent years.court. For more information, see our disclosures titled “The Inflation Reduction Act of 2022 could accelerate the transition to a low carbon economy and could impose new costs on our customers’ operations.” Given the long-term trend toward increasing regulation, further federal GHG regulations of the oil and gas industry remain a significant possibility. For more information, see our disclosures titled “Health, Safety, and Environmental Affairs Regulation” set forth in Item 1 of this Annual Report. Moreover, certain international jurisdictions continue to impose more stringent regulations with respect to GHGs, and other stakeholders may pressure us or our customers to take additional action beyond any applicable regulatory requirements.

There have also recently been increasing financial risks for companies in the fossil fuel sector as certain shareholders currently invested in such companies may elect in the future to shift some or all of their investments into other sectors. Institutional lenders who provide financing to fossil fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies or seek to require more aggressive action with respect to climate-related risks, although this trend has waned recently and several high-profile banks and institutional investors have withdrawn from various associations that aim to limit financing of industries that emit significant GHG emissions. Limitation of investments in and financing for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities, which could reduce demand for our products and services. Additionally, the Securities and Exchange CommissionSEC published a final rule in March 2024 that would require registrants to make certain climate-related disclosures, including any climate targets and goals, and data on Scope 1 and 2 GHG emissions. However, the future of the rule is uncertain at this time given that its implementation has been stayed pending the outcome of legal challenges;challenges. moreover,On onMarch February 11,27, 2025, the SEC Actingvoted Chairmanto Markend T.its Uyedadefense requested thatof the U.S.rules requiring disclosure of climate-related risks and greenhouse gas emissions. On September 12, 2025, the United States Court of Appeals for the Eighth Circuit notordered schedulethat argumentthe litigation would again be held in theabeyance caseuntil whilesuch time as the CommissionSEC reconsiders or renews it defense of the final rule. TheIn Commissionits underorder, the currentEighth administrationCircuit mayemphasized seekthat the SEC has the “responsibility to repealdetermine whether its Final Rules will be rescinded, repealed, modified, or otherwisedefended modifyin litigation.” Therefore, unless or until the rule,SEC thoughreconsiders weor cannotresumes predictdefending whetherthe suchrules, actionthe litigation will occurremain or its timings.paused. Several states have also enacted or are considering enhanced climate-related disclosure requirements. While we cannot predict the final form or substance of these various rules, this may result in additional costs to comply with any such disclosure requirements. Additionally, we cannot predict how financial institutions and investors might consider information disclosed under such rules, and as a result it is possible that we could face increases with respect to the costs of, or restrictions imposed on, our access to capital.

Furthermore, our reputation, as well as our stakeholder relationships, could be adversely impacted as a result of, among other things, any failure to meet our ESG plans or goals or stakeholder perceptions of statements made by us, our employees and executives, agents, or other third parties or public pressure from investors or policy groups to change our policies. Certain statements with respect to ESG matters are becoming increasingly subject to heightened scrutiny from public and governmental authorities, as well as other parties, related to the risk of potential “greenwashing.” For example, the SEC has recently taken enforcement action against companies for ESG-related misconduct, including greenwashing. Certain regulators, such as the SEC and various state agencies, as well as non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, goals or standards were misleading, false or otherwise deceptive. Additionally, certain employment practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve. We cannot be certain of the impact of such regulatory, legal and other developments on our business. More recent political developments could mean that the Company faces increasing criticism or litigation risks from certain “anti-ESG” parties, including various governmental agencies. Such sentiment may focus on the Company’s environmental commitments (such as reducing GHG emissions) or its pursuit of certain employment practices or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments. Consideration of ESG-related factors in the Company’s decision-making could be subject to increasing scrutiny and objection from such anti-ESG parties. As a result, we may face increased litigation risks from private parties and governmental authorities related to our ESG efforts. Moreover, any alleged claims of greenwashing against us or others in our industry may lead to negative sentiment towards our company or industry. To the extent that we are unable to respond timely and appropriately to any negative publicity, our reputation could be harmed. Damage to our overall reputation could have a negative impact on our financial results and require additional resources to rebuild our reputation.

We and our affiliates operate in countries where governmental corruption has been known to exist. While we and our subsidiaries arehave committedpolicies designed to conductingenhance our conduct of business in a legal and ethical manner, there is a risk of violating the U.S. Foreign Corrupt Practices Act, the U.KU.K. Bribery Act, or laws or legislation promulgated pursuant to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or other applicable anti-corruption regulations that generally prohibit the making of improper payments to foreign officials for the purpose of obtaining or keeping business. Violation of these laws could result in monetary penalties against us or our subsidiaries and could damage our reputation and our ability to do business.

We are an energy services and solutions company with operations on six continents focused on developing environmentally conscious services and solutions that help make people’s lives better. Calcium chloride is used in the oil and gas industry, and also has broad industrial applications to the agricultural, road, food and beverage, and lithium production markets. We currently operate through two reporting segments - Completion Fluids & Products Division and Water & Flowback Services Division.Services.

Our Water & Flowback Services DivisionSegment activity also decreased compared to 20232024 reflecting a slowdown in onshore activity in the Unites States and lower offshore completions fluids activity,States, as well as lower service revenues following the sale of early production facilities in Latin America. We initiated a series ofcontinued cost reduction actions induring the second half of 20242025 to adjust to market levels.levels and continued deployment of automation technology. We also secured contracts in Argentina in late 2025, allowing us to further diversify our revenue base to offset the weaker United States onshore environment.

Consolidated ComparisonsResults of Operations

Consolidated revenues for 20242025 decreasedincreased compared to the prior year primarily due to lowerhigher activity in both our Completion Fluids & Products and Water & Flowback Services divisions, where revenue decreased by $1.7 million and $25.4 million, respectively. The decrease in our Completion Fluids & Products divisionSegment offset by lower activity in our Water & Flowback Services Segment, where revenue increased by $65.2 million and decreased $33.3 million, respectively. The increase in our Completion Fluids & Products Segment is primarily due to lowerthe completion of three TETRA Neptune wells in the Gulf of America and higher completion fluid sales volumes from international markets. The decrease in our Water & Flowback Services divisionSegment is primarily from an overall decline in the US market for our production testing and water management services.services in the United States. See DivisionalSegment Comparisons section below for a more detailed discussion of the change in our revenues.

Consolidated gross profit as a percentage of revenue decreasedincreased slightly due to aan decreaseincrease in revenue, an increase in operating costs and the effect of changes in product mix. See DivisionalSegment Comparisons section below for additional discussion.

Consolidated general and administrative expenses decreasedincreased during 20242025 compared to the prior year primarily due to a $7.4$6.8 million decrease in employee compensation from a reductionincrease in equity-based compensation expense and incentive compensation expense as a result of lowerhigher shareholder return and operational margin performance.performance and a $3.6 million increase in professional expense.

Consolidated loss on debt extinguishment increaseddecreased during 2025 as a result of $5.5 million from non-cash unamortized finance costs expensed in connection with the repayment of our prior Term Credit Agreement in January 2024.

Other Income,Expense, net

OurConsolidated consolidated effectiveincome tax rateexpense forincreased the$107.2 year ended December 31, 2024 and December 31, 2023 was (295.3)% and 19.6%, respectively. The increase in our tax benefit compared to the prior year tax provision wasmillion primarily due to the reversal of the valuation allowance during the prior year related to our United States deferred tax assets (federal and state). We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of December 31, 2024, in part because in the current year we achieved three years of cumulative pretax income in the United States tax jurisdiction, management determined that there iswas sufficient positive evidence to conclude that it is more likely than not that additional deferred taxes of $97.5 million are realizable. We therefore reduced the valuation allowance accordingly.

The Completion Fluids & Products DivisionSegment revenues decreased slightlyincreased primarily due to athe declinesuccessful completion of three TETRA Neptune wells in the Gulf of America, higher international brominated product sales, particularly in EuropeEurope, and higher completion fluid sales in Latin America, offset by increased volumes and continued favorable pricing for industrial chemicals sales.America.

The Completion Fluids & Products DivisionSegment gross profit during 20242025 increased compared to the prior year despite slightly lower revenues due to pricingthe improvements.increase in revenues mentioned above, particularly the higher-margin Neptune fluids. Completion Fluids & Products DivisionSegment profitability in future periods will continue to be affected by the mix of its products and services, market demand for our products and services, drilling and completions activity and commodity prices.

The WaterCompletion Fluids & FlowbackProducts ServicesSegment Divisionoperating income before taxes decreasedincreased during 20242025 compared to the prior year primarily due to the decreaseincrease in gross profit, partially offset by a $0.4 millionslight increase in other income, a $0.3 million decrease in general and administrative expenses fromprimarily headcountrelated reductions, andto a $0.2$0.9 million increase in unrealizedinsurance gaincost onand oura investment.$0.9 million increase in professional services.

We believe that our capital structure allows us to meet our financial obligations and fund futurenear-term growth as needed, despite uncertain operating conditions and financial markets. Our liquidity at the endas of theDecember fourth31, quarter of 20242025 was $182.2$220.8 million consisting of $37.0$72.6 million of unrestricted cash, $75.0 million of availability under our delayed drawdelayed-draw term loan and $70.2$73.2 million of availability under our credit agreements. Liquidity is defined as unrestricted cash plus availability under the delayed draw from our Term Credit Agreement and availability under our revolving credit facilities. The $75.0 million delayed-draw provision of the Term Credit Agreement expired on January 12, 2026.

Consolidated cash flows provided by operating activities totaled $36.5$100.4 million during 20242025 compared to $70.2$36.5 million during the prior year, aan decreaseincrease of $33.7$63.9 million. Operating cash flows decreasedincreased compared to the prior year primarily duedriven toby decreasedcontinued activity levels from changesstrength in marketour conditionsoffshore completion fluids and productindustrial mix,calcium aschloride wellbusinesses asplus thea effectstrong offocus on working capital movements. We continue to monitor customer credit risk in the current environment and focus on serving larger capitalized oil and gas operators and national oil companies.management.

During the year ended December 31, 2024,2025, consolidated net cash used in financing activities was $8.9$5.4 million, consisting of $184.8 million borrowings under our new Term Credit Agreement and revolving credit facilities and $163.6 million repayments of our Term Credit Agreement and revolving credit facilities, $6.6 million debt issuance costs associated with our new term loan in January 2024 and the ABL Amendment in May 2024, as well as $1.4$4.7 million of payments of finance lease obligations.obligations, $1.3 million final payment for a seller-financed plant purchase in Latin America and $0.4 million borrowings offset by $0.4 million of repayments of our revolving credit facility. Financing cash flows also included $3.9 million in proceeds from exercise of stock options, partially offset by $3.2 million for payroll taxes paid upon vesting of equity-based compensation awards. We may supplement our existing cash balances and cash flow from operating activities with short-term borrowings, long-term borrowings, issuances of equity and debt securities, and other sources of capital.

Term Credit Agreement. On January 12, 2024, the Company entered into a definitive agreement for a $265.0 million credit facility consisting of a $190.0 million funded term loan and a $75.0 million delayed-draw term loan (collectively the “Term Credit Agreement”) that refinanced the Company’s prior Term Credit Agreement and provided capital to advance the Company’s Arkansas bromine processing project. The $75.0 million delayed-draw provision of the term loan expired on January 12, 2026. The maturity date of the New Term Credit Agreement is January 1, 2030.

The ABL Credit Agreement may be used for working capital needs, capital expenditures and other general corporate purposes. The amounts we may borrow under the ABL Credit Agreement are derived from our accounts receivable, certain accrued receivables and certain inventory. Changes in demand for our products and services have an impact on our eligible accounts receivable, accrued receivables and the value of our inventory, which could result in significant changes to our borrowing base and therefore our availability under our ABL Credit Agreement. The ABL Credit Agreement is scheduled to mature on May 13, 2029. As of December 31, 2024,2025, we had no balance outstanding under the ABL Credit Agreement and, subject to compliance with the covenants, borrowing base, and other provisions of the agreement that may limit borrowings, we had availability of $65.7$67.7 million under the ABL Credit Agreement. As of February 25, 2025, we have no outstanding borrowings under our ABL Credit Agreement and $0.2 million letters of credit, resulting in $79.8 million of availability.

Swedish Credit Facility. In January 2022, theThe Company entered intohas a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden and Finland (“Swedish Credit Facility”). As of December 31, 2024,2025, we had no balance outstanding and availability of approximately $4.5$5.4 million under the Swedish Credit Facility. During each year, all outstanding loans under the Swedish Credit Facility must be repaid for at least 30 consecutive days. Borrowings bear interest at a rate of 2.95%3.0% per annum. The Swedish Credit Facility expires on December 31, 20252026 and the Company intends to renew it annually.

Finland Credit Agreement. In January 2022, theThe Company entered intohas an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of December 31, 2024,2025, we had $1.4$1.6 million of letters of credit outstanding against the Finland Credit Agreement. The Finland Credit Agreement has been renewed by the Company through JanuaryDecember 31, 2026.

As of December 31, 2024,2025, we are in compliance with all covenants of our debt agreements. See Note 10 - “Long-Term Debt and Other BorrowingsBorrowings.” and Note 18 - “Subsequent Events” in the Notes to Consolidated Financial Statements for further information.

In addition to the aforementioned credit facilities and senior notes, we fund our short-term liquidity requirements from cash generated by our operations and from short-term vendor financing. In addition, as of December 31, 2024,2025, the market value of our equity holdings of Kodiak and Standard Lithium werewas $18.4$3.6 million and $1.2 million, respectively, with no holding restrictions on our ability to monetize our investments. In January 2025, we sold our Kodiak shares for proceeds of $19.0 million, net of transaction and broker fees. Should additional capital be required, the ability to raise such capital through the issuance of additional debt or equity securities may currently be limited.limited Instabilityby instability or volatility in the capital markets at the times we need to access capital may affect the cost of capital and the ability to raise capital for an indeterminable length of time. If it is necessary to issue additional equity to fund our capital needs, additional dilution of our common stockholders will occur. We periodically evaluate engaging in strategic transactions and may consider divesting non-core assets where our evaluation suggests such transaction is in the best interest of our business. In challenging economic environments, we may experience increased delays and failures by customers to pay our invoices. We could experience delayed customer payments and payment defaults associated with customer liquidity issues and bankruptcies. If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have an adverse effect on our liquidity. An increase of unpaid receivables would also negatively affect our borrowing availability under the ABL Credit Agreement and Swedish Credit Facility.

In the normal course of our Completion Fluids & Products DivisionSegment operations, we enter into supply agreements with certain manufacturers of various raw materials and finished products. For information on product purchase obligations, see - Note 11 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.

As of the date of this filing, TETRA and its operations continue to be subject to the risk factors previously disclosed in the “Risk Factors” sections contained in our 2025 Annual Report. In addition, we are subject to the following supplemental risk factors.

Consolidated revenue for the first threesix months of 2026 of $156.3$341.9 million increased 6.5%3.3% fromcompared to the fourthprior quarter of 2025,year, led by strong results from our Completion Fluids & Products Segment, and decreasedincreased slightly18.8% compared to the firstsequentially quarter ofover 2025.quarter.

Completion Fluids & Products Segment revenues for the firstsecond three monthsquarter of 2026 increased 9.5%23.3% compared to the fourthfirst quarter of 20252026 driven by strong specialty chemicals and deepwater Brazil projects. Completion Fluids & Products Segment revenues decreasedincreased slightly compared to the first threesix months of 2025, which included the first well of the three-well TETRA Neptune project in the Gulf of America. Deepwater completion opportunities continue to grow, especially in the Gulf of America, as major international oil companies have experienced an urgency to diversify oil and gas supply outside of the Middle East.2025.

Our Water & Flowback Services revenues increased slightly compared to the fourthfirst quarter of 2025,2026, driven by additional early production facilities andoperating waterduring managementthe contractssecond quarter of 2026 in Latin America,America and decreasedhigher slightlyflowback comparedactivity as utilization of TETRA Sandstorm and Auto-Drillout technologies continued to theimprove first quarter of 2025, although outperformed the declining onshore activity inacross the United States. We continue to take proactive actions to reduce costs, rightoptimize the size of our support structurestructure, and close underperforming service lines within Water & Flowback Services.

The Middle East conflict did not materially affect our first-quarterfirst or second quarter 2026 results, as historically less than 5% of our revenue is exposed to this region. Our chemical manufacturing plants are located in the United States and Europe,Europe and our elemental bromine for our chemical manufacturing in the United States is sourced locally. Over the longer term, the impact of developments in the Persian Gulf and the broader Middle East may impact the global oil and gas markets and our business and financial results. Generally, we believe the conflict may provide tailwinds to an already robust offshore and deepwater outlook and boost unconventional investment activity in the United States and Latin America.

Three months ended MarchJune 31,30, 2026 compared with three months ended DecemberMarch 31, 2025.2026.

Consolidated gross profit increased primarily due to higher activity levels from both the Completion Fluids & Products and Water & Flowback Services Segments. See Segment Comparisons section below for additional discussion. Consolidated gross profit also improved due to the absence of the $3.6 million impairment of the right of use asset for our former corporate office lease following our move to our new corporate office space in December 2025.

Consolidated other income,(income) expense, net, changeddecreased compared to the prior quarter primarily due to a $5.8$1.1 million decrease forin unrealized gains from the non-cashchange accrualin relatedfair tovalue of our formerinvestments corporateissued officeby leasea inprivately-held the prior quartercompany and by a $1.6$2.2 million increasedecrease in foreign exchange gains, primarily in Brazil and Argentina.

Revenues for our Completion Fluids & Products Segment increased sequentially primarily due to higher sales volumes withinin our United States and Northern Europe specialty chemicals business as well as ongoing deepwater Brazil projects.

Gross profit and operating income for our Completion Fluids & Products Segment increased compared to the prior quarter driven by the increase in revenues mentioned above. Our profitability in future periods will continue to be affected by the mix of our products and services, market demand for our products and services, and drilling and completions activity. The increase in operating income for our Completion Fluids & Products segment also included a $0.9 increase in foreign exchange gains, primarily in Brazil and Argentina, partially offset by a $1.2 million increase in compensation expense.

Revenues for our Water & Flowback Services Segment increased compared to the prior quarteryear drivenprimarily byfrom new early production facilities in Latin America and increased flowback activity from improving TETRA SandStorm and auto-drillout utilization in key markets in the United States and Latin America.

Corporate overhead loss before taxes decreased primarily due to a $1.5$2.9 million decrease in interest expense, net fromdue to lower interest rates on our Term Credit Agreement as well as an increase in the interest expense capitalized for our Arkansas development.development and a $2.8 million decrease in allocated corporate costs.

We believe that our capital structureresources allowsallow us to meet our financial obligations on both a short-term and long-term basis. Our liquidity at the end of the firstsecond quarter was $102.7$221.1 million. Liquidity is defined as unrestricted cash plus availability under our credit agreements. Information about the terms and covenants of our debt agreements can be found in Note 5 - Long Term Debt and Other Borrowings.

Our consolidated sources and uses of cash for the periods presented below are as follows:

Consolidated cash flows provided by operating activities decreased compared to the first threesix months of 2025 primarily due to an increase in operating income,expense, offset by working capital changes.

Total cash capital expenditures during the first threesix months of 2026 were $19.0$42.3 million, which reflects increased expenditures for advancement of our Arkansas brine resource development and additions to accommodate strategic opportunities in certain regions. Our Completion Fluids & Products Segment spent $10.2$26.0 million on capital expenditures, including $6.6$17.5 million for our Arkansas brine resource development, net of reimbursement from our Evergreen Unit partnerparticipating interest owner and including major infrastructure and equipment supporting the bromine processing plant, and $1.8$3.9 million of capitalized interest for the Arkansas project. We also made additional investments to support strategic opportunities primarily in the United States. Our Water & Flowback Services Segment spent $8.8$16.3 million on capital expenditures for additional early production facilities in Latin America and to maintain, automate and upgrade our water management and flowback equipment fleet.

Historically, a significant majority of our planned capital expenditures have been related to identified opportunities to grow and expand our existing businesses. We are also focused on enhancing shareholder value by capitalizing on our key mineral assets, brine mineral extraction expertise, and deep chemistry competency to expand our offerings into the low carbon energy markets. However, we continue to review all capital expenditure plans carefully in an effort to conserve cash. If the forecasted demand for our products and services increases or decreases, or we proceed with development of brine resources in Arkansas, the amount of planned expenditures on growth and expansion may be adjusted.

On June 4, 2026, we received $108.2 million of proceeds, net of underwriting discounts and commissions, and offering fees, from the issuance of 12,432,432 shares of our common stock (including 1,621,621 shares sold pursuant to the underwriters’ exercise in full of their over-allotment option). We intend to use the net proceeds from the offering for general corporate purposes, including funding a portion of the construction costs of our Arkansas Bromine Project. Our financing activities for the first threesix months of 2026 also include $5.9$6.4 million of taxes paid upon vesting of restricted stock units, and $1.2$2.4 million of capital lease payments associated with equipment leased primarily for the early production facilities in Argentina and equipment leases in the United States. We may supplement our existing cash balances and cash flow from operating activities with short-term borrowings, long-term borrowings, issuances of equity and debt securities, and other sources of capital. We are managing our working capital and capital expenditure needs in order to maximize our liquidity in the current environment and fund our key growth initiatives.

In May 2025, we filed a universal shelf Registration Statement on Form S-3 with the SEC, which was declared effective by the SEC. Pursuant to this registration statement, we have the ability to sell debt or equity securities in one or more public offerings up to an aggregate public offering price of $400 million. In June 2026, we issued 12,432,432 shares of our common stock under this registration statement for an aggregate public offering price of $115.0 million. As a result, as of June 30, 2026, we had the ability to sell up to an additional $285.0 million of securities under this registration statement. This shelf registration statement currently provides us additional flexibility with regards to potential financing that we may undertake when market conditions permit or our financial condition may require.

In addition to the aforementioned credit facilities and Term Credit Agreement, we fund our short-term liquidity requirements from cash generated by our operations and from short-term vendor financing. In addition, as of MarchJune 31,30, 2026, the market value of our equity holdings of Standard Lithium was $2.7$2.2 million with no holding restrictions on our ability to monetize our investments. Should additional capital be required, instability or volatility in the capital markets may increase our cost of capital or limit our ability to raise such capital through the issuance of additional debt or equity securities may be limited by instability or volatility in the capital markets at the times we need to access capital may affect the cost of capital and the ability to raise capital for an indeterminableindeterminate length of time.period. If it is necessary to issue additional equity to fund our capital needs, additional dilution of our common stockholders will occur. We periodically evaluate engaging in strategic transactions and may consider divesting non-core assets where our evaluation suggests such transaction is in the best interest of our business. In challenging economic environments, we may experience increased delays and failures by customers to pay our invoices. We could experience delayed customer payments and payment defaults associated with customer liquidity issues and bankruptcies. If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have an adverse effect on our liquidity. An increase of unpaid receivables would also negatively affect our borrowing availability under the ABL Credit Agreement and Swedish Credit Facility.

As of MarchJune 31,30, 2026, we had no “off balance sheet arrangements” that may have a current or future material effect on our consolidated financial condition or results of operations.

For discussion of our legal proceedings, please see our 2025 Annual Report and Note 6 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in this Quarterly Report.Statements.

These forward-looking statements reflect our current views with respect to future events and financial performance and are based on assumptions that we believe to be reasonable, but such forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to: economic and operating conditions that are outside of our control, including the trading price of our common stock, and the supply, demand, and prices of oil and natural gas; the availability of adequate sources of capital to us; the effect of inflation on the cost of goods and services; the activity levels of our customers; our operational performance; actions taken by our customers, suppliers, competitors and third-party operators; the availability of raw materials and labor at reasonable prices; risks related to acquisitions and our growth strategy, including our emerging growth initiatives; restrictions under our debt agreements and the consequences of any failure to comply with debt covenants; the effect and results of litigation, commercial disputes, regulatory matters, settlements, audits, assessments, and contingencies; potential regulatory initiatives to restrict hydraulic fracturing activities on federal lands as well as other actions to more stringently regulate certain aspects of oil and gas development such as air emissions and water discharges; risks related to our foreign operations; risks related to our non-controlling equity investments; information and operational technology risks, including the risk of cyberattack; our health, safety and environmental performance; the effects of consolidation on our customers and competitors; global or national health concerns, including the outbreak of pandemics or epidemics; acts of terrorism, war or political or civil unrest in the United States or elsewhere, including the current conflict between Russia and Ukraine, the conflict in the Israel-Gaza region, heightenedthe tensionsconflict with Iran,Iran includingand anyuncertainty potentialwith closurerespect to maritime traffic through of the Strait of Hormuz, and other continued hostilities in the Middle East, maritime piracy attacks; and statements regarding our beliefs, expectations, plans, goals, future events and performance and other statements that are not purely historical.

These statements include statements concerning changes in general economic conditions, opportunity risks, such as the potential extraction of lithium, brominebromine, magnesium and other minerals, including potential extraction of those minerals designated as critical minerals, from our Evergreen Brine Unit, demand therefor, or realizing industrial and other benefits expected from bromine processing; the timing and success of our bromine production wells and the construction of our bromine processing facility and related engineering activities and risks inherent in the construction of such facility, including delays, cost overruns and the ability to obtain local governmental and regulatory approvals; the accuracy of our resources report or the timing of future updates to our resources report, feasibility study and economic assessment regarding our lithium, bromine and other mineral acreage; equipment supply, equipment defects and/or our ability to timely obtain equipment components; competition from existing or new competitors; and risks associated with changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions, including legislative, regulatory and policy changes, such as unexpected changes in tariffs, trade barriers, price and exchange control. With respect to our disclosures of measured, indicated and inferred mineral resources, including bromine, lithium carbonate equivalent concentrations, and other minerals, it is unclear whether they will ever be economically developed. Investors are cautioned that mineral resources do not have demonstrated economic value and further exploration may not result in the estimation of a mineral reserve. FurtherFurther, there are a number of uncertainties related to processing lithium, which is an inherently difficult process, including, for example, the development of the technology to do so successfully and economically. Therefore, investors are cautioned not to assume that all or any part of our resources can be economically or legally commercialized. In particular, investors are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category. With respect to the Company’s disclosures of the potential joint venture for the Evergreen Brine Unit, it is uncertain about the ability of the parties to successfully negotiate one or more definitive agreements, the future relationship between the parties,parties and the abilitysharing toof successfullydevelopment andcosts economicallyis produce lithium and bromine from the Evergreen Unit.uncertain.

Management believes that these forward-looking statements are reasonable as and when made. However, investors are cautioned not to place undue reliance on any such forward-looking statements. Such statements speak only as of the date on which they are made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations, forecasts or projections. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes in general economic conditions; opportunity risks, such as mineral extraction, demand therefor, or realizing industrial and other benefits expected from bromine processing; our ability to develop a bromine processing facility and risks inherent in the construction of such facility; equipment supply, equipment defects and/or our ability to timely obtain equipment components; competition from existing or new competitors; risks associated with changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions, including legislative, regulatory and policy changes, such as unexpected changes in tariffs, trade barriers, price and exchange controls; and the other factors described in Part II, “Item 1A. Risk Factors” and elsewhere in this report and in our 2025 Annual Report, and those described from time to time in our future reports filed with the SEC.