S-8

As filed with the Securities and Exchange Commission on May 31, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

TETRA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware	74-2148293
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
24955 Interstate 45 North The Woodlands, Texas	77380
(Address of Principal Executive Offices)	(Zip Code)

TETRA Technologies, Inc.
Second Amended and Restated 2018 Equity Incentive Plan
(Full title of the plan)

Alicia P. Boston

General Counsel and Chief Compliance Officer

24955 Interstate 45 North

The Woodlands, Texas 77380

(281) 367-1983

(Name, address, and telephone number, including area code, of agent for service)

Copies to:

David Palmer Oelman

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

(713) 758-2222

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer		Accelerated filer	
Non-accelerated filer		Smaller reporting company 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 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by TETRA Technologies, Inc., a Delaware corporation (the “Registrant”) for the purpose of registering an additional 5,200,000 shares of common stock par value $0.01 per share (“Common Stock”) that may be issued under the TETRA Technologies Inc. Second Amended and Restated 2018 Equity Incentive Plan (as amended from time to time, the “Plan”), which shares of Common Stock are in addition to the 6,365,000 shares of Common Stock registered for issuance under the Plan on the Registrant’s Registration Statement on Form S‑8 filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2018 (SEC File No. 333-224679) and the 6,325,000 shares of Common Stock registered for issuance under the Plan on the Registrant’s Registration Statement on Form S‑8 filed with the SEC on May 26, 2021 (SEC File No. 333-256494) (collectively, the “Prior Registration Statement”).

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relate and is submitted in accordance with General Instruction E to Form S‑8 regarding the Registration of Additional Securities. Pursuant to Instruction E of Form S‑8, except as set forth below, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The contents of the Prior Registration Statement are incorporated herein by reference and made a part of this Registration Statement.

Item 8. Exhibits

Exhibit Number	Description
*5.1	Opinion of Vinson & Ekins L.L.P.
*23.1	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to the Registration Statement).
*23.2	Consent of Grant Thornton LLP.
*24.1	Powers of Attorney (included on signature page).
*99.1	TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on May 25, 2023 (SEC File No. 001-13455).
*107.1	Filing Fee Table

* Filed herewith.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, State of Texas, on May 31, 2023.

TETRA Technologies, Inc.
By:	/s/ Brady M. Murphy
	Brady M. Murphy
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the registrant hereby constitutes and appoints Brady M. Murphy, Alicia P. Boston and Kimberly M. O’Brien, and each of them severally, his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement and any and all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the SEC or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself or she herself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates stated

Name and Signature	Title	Date
/s/ Brady M. Murphy	President, Chief Executive Officer and Director	May 31, 2023
Brady M. Murphy	(Principal Executive Officer)
/s/ Elijio V. Serrano	Sr. Vice President and Chief Financial Officer	May 31, 2023
Elijio V. Serrano	(Principal Financial Officer)
/s/ Richard D. O’Brien	Vice President – Finance and Global Controller	May 31, 2023
Richard D. O’Brien	(Principal Accounting Officer)
/s/ John F. Glick	Chairman of the Board of Directors and Director	May 31, 2023
John F. Glick
/s/ Mark E. Baldwin	Director	May 31, 2023
Mark E. Baldwin
/s/ Thomas R. Bates, Jr.	Director	May 31, 2023
Thomas R. Bates, Jr.
/s/ Christian A. Garcia	Director	May 31, 2023
Christian A. Garcia
/s/ Gina A. Luna	Director	May 31, 2023
Gina A. Luna
/s/ Sharon B. McGee	Director	May 31, 2023
Sharon B. McGee
/s/ Shawn D. Williams	Director	May 31, 2023
Shawn D. Williams

EX-5.1

Exhibit 5.1

Vinson&Elkins

May 31, 2023

TETRA Technologies, Inc.

24955 Interstate 45 North

The Woodlands, Texas 77380

Ladies and Gentlemen:

We have acted as counsel for TETRA Technologies, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an additional 5,200,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on May 24, 2023, which Shares may be issued from time to time in accordance with the terms of the TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan (as amended from time to time, the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

This opinion may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London New York Richmond Riyadh San Francisco Tokyo Washington 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Tel +1.713.758.2222 Fax +1.713.758.2346  www.velaw.com

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 27, 2023, with respect to the consolidated financial statements and internal control over financial reporting of TETRA Technologies, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2022, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Houston, Texas

May 31, 2023

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

Registration Statement Under

The Securities Act Of 1933

(Form Type)

TETRA TECHNOLOGIES, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities
Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.01 per share	Other	5,200,000 shares	$2.80	$14,560,000	$110.20 per $1,000,000	$1,604.51
Total Offering Amounts							—
Total Fee Offsets(3)							—
Net Fee Due							$1,604.51

(1) The Form S-8 registration statement to which this Exhibit 107.1 is attached (the “Registration Statement”) registers 5,200,000 additional shares of common stock, par value $0.01 per share (“Common Stock”) of TETRA Technologies, Inc., a Delaware corporation (the “Registrant”), that may be delivered with respect to awards under the TETRA Technologies Inc. Second Amended and Restated 2018 Equity Incentive Plan (as amended from time to time, the “Plan”) and additional shares of Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the terms and conditions of the Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock as may be necessary to adjust the number of shares of Common Stock that may become issuable by reason of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the Plan.

(2) The proposed maximum offering price per share and the proposed maximum aggregate offering price for the shares of Common Stock have been estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act and based upon the average of the high and low sales prices of the shares of Common Stock as reported on The New York Stock Exchange on May 25, 2023 (a date within five business days prior to the date of filing the Registration Statement).Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall be deemed to cover an indeterminate number of additional shares of Stock that may become issuable pursuant to the adjustment or anti-dilution provisions of the Plan.

(3) The Registrant does not have any fee offsets.