UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~September~~October 2924, 2025

TETRA Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	1-13455	74-2148293
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

24955 Interstate 45 North

The Woodlands, Texas 77380

(Address of Principal Executive Offices, and Zip Code)

(281) 367-1983

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):


			☐			Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communication 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	NA	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~September~~October 2927, 2025, ~~the~~TETRA ~~Board~~Technologies, ofInc. ~~Directors~~ (“TETRA” or the “~~Board~~Company”) ofannounced ~~TETRA~~that ~~Technologies~~on October 24, ~~Inc~~2025 Elijio V. (Serrano informed the “Company”) ~~appointed~~that ~~Katherine~~he ~~Kokenes~~intends to retire from his position as Senior Vice President, – Chief ~~Accounting~~Financial Officer ~~and as the~~ (principal ~~accounting~~financial officer) of ~~the Company~~TETRA, effective ~~immediately~~March 31, 2026. ~~Effective~~It ~~upon~~is ~~her~~anticipated ~~appointment~~that asMr. ~~principal~~Serrano ~~accounting~~will ~~officer,~~be ~~Elijio~~retained ~~Serrano~~as ~~will~~an ~~transfer~~advisor ~~the~~to ~~Company’s~~Brady ~~principal~~Murphy, ~~accounting~~CEO ~~officer~~and ~~responsibilities~~President, on terms to ~~Katherine.~~be Mragreed upon. The ~~Serrano~~Company will ~~continue~~file an amendment to ~~serve~~this asCurrent ~~the~~Report ~~Company’s~~on ~~Senior~~Form ~~Vice~~8-K ~~President~~after ~~and~~the ~~Chief~~terms ~~Financial~~of ~~Officer~~Mr. ~~and~~Serrano’s ~~principal~~continuing ~~financial~~compensation ~~officer.~~arrangements are determined.

~~Ms.~~TETRA ~~Kokenes,~~also ~~53,~~announced ~~served~~that inits ~~several~~board ~~senior finance positions with increasing responsibilities with Independence Contract Drilling, Inc., a provider~~ of ~~land-based~~directors ~~contract~~has ~~drilling~~appointed ~~services~~Matthew ~~for oil and natural gas producers in the United States, from 2013 until she joined the Company~~J. ~~Most~~Sanderson ~~recently, she served~~ as Executive Vice President and Chief ~~Accounting~~Financial Officer ~~beginning~~(principal infinancial ~~May~~officer), ~~2020. Prior~~ to ~~that,~~be ~~she~~effective ~~held~~upon ~~key positions including Director of Financial Reporting and Corporate Controller~~Mr. ~~Earlier~~Serrano’s inretirement ~~her career,~~ from ~~1996~~such toposition. ~~2013,~~Mr. ~~she~~Sanderson ~~held~~currently aserves ~~series~~as ofthe ~~progressively~~Executive ~~senior~~Vice ~~accounting~~President ~~roles~~and atChief ~~Nabors~~Commercial ~~Industries,~~Officer ~~Ltd. Ms. Kokenes received her Bachelor~~ of ~~Business~~TETRA ~~Administration~~and inwill ~~Accounting~~continue ~~from~~to ~~the~~manage ~~University~~certain ofresponsibilities ~~Texas~~associated atwith ~~Arlington~~this ~~and is a Certified Public Accountant~~position.

InMatthew ~~connection with Ms~~J. ~~Kokenes’~~Sanderson, ~~appointment~~52, ~~the~~has ~~Human~~served ~~Capital~~as ~~Management~~our ~~and~~Executive ~~Compensation~~Vice ~~Committee~~President ofand ~~the~~Chief ~~Board~~Commercial ~~(the~~Officer ~~“Compensation~~since ~~Committee”)~~September ~~approved~~2022. anFrom ~~annual~~December ~~base~~2016 ~~salary~~until ofSeptember ~~$330~~2022,~~000~~ he served as our Senior Vice President responsible for ~~Ms.~~our ~~Kokenes~~Water and aFlowback ~~target~~Services ~~cash~~division ~~incentive~~and ~~bonus~~our ~~opportunity~~global ~~equal~~Completion toFluids ~~60%~~and ofProducts ~~her~~division. ~~base~~Prior ~~salary~~to joining TETRA, Mr. ~~For~~Sanderson ~~the~~spent ~~2025~~over ~~performance~~19 ~~year,~~years ~~she~~working ~~will~~at ~~receive~~Schlumberger ain ~~guaranteed~~various ~~minimum~~operational ~~bonus~~and offunctional ~~$75,000.~~leadership ~~Beginning~~roles in ~~2026,~~North MsAmerica and internationally. ~~Kokenes~~He ~~will~~earned bea ~~eligible~~Bachelor toof ~~receive~~Applied ~~annual~~Science ~~long-term~~in ~~incentive~~Civil ~~awards~~Engineering ~~similar~~(Environmental toOption) ~~the~~from ~~Company’~~Queen's ~~other~~University ~~senior~~in ~~executives~~Kingston, ~~with~~Canada and a ~~target~~Master ~~grant~~of ~~value~~Science ofin ~~$225~~Oil and Gas Industry Management from Heriot-Watt University in Edinburgh,~~000~~ Scotland.

AsAt athis ~~material~~time, ~~inducement~~any ~~for~~changes Msto Mr. ~~Kokenes~~Sanderson’s ~~employment~~compensatory ~~with~~arrangements ~~the~~in ~~Company,~~connection ~~the~~with ~~Compensation~~his ~~Committee~~appointment ~~granted~~as toExecutive ~~Ms.~~Vice ~~Kokenes~~President anand ~~employment~~Chief ~~inducement~~Financial ~~award~~Officer ofhave ~~29,645~~not ~~restricted~~been ~~stock~~determined. ~~units~~The ~~effective~~Company aswill offile ~~September~~an ~~29,~~amendment ~~2025 pursuant~~ to ~~the~~this ~~TETRA~~Current ~~Technologies,~~Report ~~Inc.~~on ~~Third~~Form ~~Amended~~8-K ~~and~~after ~~Restated~~such ~~2018~~arrangements ~~Equity~~are ~~Incentive Plan~~determined. There ~~The~~are ~~restricted~~no ~~stock~~arrangements ~~units~~or ~~may~~understandings bebetween ~~settled~~Mr. inSanderson ~~either~~and ~~cash~~any orother ~~shares~~person ofpursuant ~~the~~to ~~Company’s~~which ~~common~~he ~~stock,~~was atappointed. ~~the~~There ~~Compensation~~are ~~Committee’s~~no ~~discretion~~family relationships, ~~and~~as ~~12/36ths~~defined ofin ~~the~~Item ~~award~~401 ~~will~~of ~~vest~~SEC onRegulation ~~September 29~~S-K, ~~2026~~between Mr. Sanderson and ~~1/6th~~any of ~~the~~TETRA’s ~~award~~executive ~~will~~officers ~~vest~~or ondirectors ~~the~~or ~~25th~~persons ~~day~~nominated ofor ~~each~~chosen ofto ~~the~~become ~~four~~a ~~six-month~~director ~~periods~~or ~~thereafter~~executive ~~until~~officer. ~~fully~~There ~~vested,~~is ~~contingent~~no ~~upon~~transaction ~~her~~in ~~continued~~which ~~employment~~Mr. ~~with~~Sanderson ~~the~~has ~~Company~~an asinterest requiring disclosure under Item 404(a) of ~~such~~SEC ~~dates~~Regulation S-K.

~~The~~A ~~Company~~copy ~~has~~of ~~entered~~TETRA’s ~~into~~news anrelease ~~employment~~relating ~~agreement with Ms. Kokenes in a form substantially similar~~ to the ~~form~~foregoing ofis ~~agreement~~attached ~~executed~~to bythis ~~the~~Current ~~Company’s~~Report ~~employees.~~on ~~The~~Form ~~agreement evidences the at~~8-~~will~~K ~~nature of Ms. Kokenes’ employment~~ and ~~does~~is ~~not~~incorporated ~~set~~by ~~forth or guarantee the term of employment, salary or other incentives, all of which are entirely at the discretion of the Board of Directors~~reference.

There are no arrangements or understandings between Ms. Kokenes and any other person pursuant to which she was appointed as an officer of the Company. Neither the Company nor the Board of Directors is aware of any transaction in which Ms. Kokenes has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Kokenes will be indemnified by the Company pursuant to the Company’s Certificate of Incorporation and Amended and Restated Bylaws for actions associated with being an officer. In addition, the Company will enter into an indemnification agreement with Ms. Kokenes that will provide for indemnification to the fullest extent permitted under Delaware law. The indemnification agreement will provide for indemnification of expenses, liabilities, judgments, fines, and amounts paid in settlement in connection with proceedings brought against Ms. Kokenes as a result of her service as an officer. The indemnification agreement is substantially identical to the form of agreement executed by the Company’s other directors and executive officers. The foregoing description of the indemnification agreement is not complete and is qualified in its entirety by reference to the full text of the indemnification agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.


Exhibit Number			Description
99.1			News Release dated October 27, 2025 issued by TETRA Technologies, Inc.
104			Cover Page Interactive Data File (embedded within the inline XBRL document)

Exhibit Number			Description
10.1			Form of Indemnification Agreement for directors and executive officers of TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 12, 2008 (SEC File No. 001-13455)).
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.

By:			/s/Brady M. Murphy
			Brady M. Murphy
			President and
			Chief Executive Officer

Date: October 127, 2025

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