TTI TETRA Technologies

Item 1.01 Entry into a Definitive Material Agreement.

On June 16, 2016, TETRA Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as representatives of the several underwriters named therein (collectively, the “Underwriters”), providing for the offer and sale in a firm commitment underwritten offering of 10,000,000 shares (the “Initial Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”) at a price to the public of $5.50 per share ($5.2525 per share net of underwriting discounts). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option for a period of 30 days (the “Option”) to purchase up to an additional 1,500,000 shares (together with the Initial Shares, the “Shares”) of Common Stock on the same terms. On June 16, 2016, the Underwriters exercised the Option in full.

The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The Company intends to use the net proceeds of the offering to repay indebtedness outstanding under the Company’s senior secured notes and revolving credit agreement and for general corporate purposes.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.