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Tue Oct 27 · pre-market3 signals today140 insider buys this week · $73.9MCIRO short report next: Oct 31The week ahead

DWSN

DAWSON GEOPHYSICAL CO
NASDAQ · ENERGY · OIL & GAS FIELD EXPLORATION SERVICES
2.02
−0.01 −0.49%
USD · close Oct 26

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How DWSN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
32%
of sentences unchanged
Added
149
new sentences
Dropped
155
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Length
−805
words, now 16,390

New in FY2025

  • FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item appears on pages F-1 through F-25 hereof and is incorporated herein by reference.
  • Based upon that evaluation, our President and Chief Executive Officer, and our Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective with regard to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, for information required to be disclosed by us in the reports that we file or submit under the Exchange Act.
  • Notwithstanding the material weakness in internal control over financial reporting described below, management concluded that the Company’s disclosure controls and procedures were effective because the Company separately maintained effective controls and procedures to ensure that information required to be disclosed was accumulated and communicated to management in a timely manner to allow for appropriate disclosure decisions.
  • Under the supervision and with the participation of management, including our President and Chief Executive Officer, and our Chief Financial Officer, we evaluated the effectiveness of our internal controls over financial reporting as of December 31, 2025 using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
  • Based on this evaluation, we have concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material weakness in our internal control over financial reporting described below.
  • As a non-accelerated filer, as defined in Rule 12b-2 under the Exchange Act, our independent registered public accounting firm is not required under Section 404(b) of the Sarbanes-Oxley Act to issue an attestation report on our internal control over financial reporting.
  • Material Weakness in Internal Control Over Financial Reporting We identified a material weakness in our internal control over financial reporting as of December 31, 2025.
  • Specifically, the Company did not design and maintain effective controls to ensure the accurate classification of revenue between Fee Revenue and Reimbursable Revenue, and classification of expenses between Fee Operating Expenses and Reimbursable Operating Expenses within the consolidated statement of operations and comprehensive loss.
  • Specifically, a material error in classification was identified that our internal control over financial reporting failed to prevent or detect.
  • While the total amount of operating revenues and operating expenses recognized for the periods presented were not materially misstated, the misclassification resulted in a material error in fee revenue, reimbursable revenue, fee operating expenses, and reimbursable operating expenses in the Company’s consolidated statement of operations and comprehensive loss.
  • No other financial statement line items were affected by this error.
  • The misstatements were corrected in the consolidated statement of operations and comprehensive loss presented herein.
  • Management’s Plan to Remediate the Material Weakness ​ Management is implementing remediation steps to address the material weakness and to improve internal control over financial reporting.
  • Specifically, management is designing and implementing a review control to perform a look back analysis related to uncompleted customer contracts at the end of the reporting period to ensure the correct classification of revenue earned and expenses incurred in satisfying performance obligations under contracts with customers. ​ Management believes these actions, when fully implemented and operating for a sufficient period of time, will remediate the material weakness.
  • However, until the remediation efforts are fully completed and tested, the material weakness will continue to exist.
  • However, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, notwithstanding the identified material weakness in our internal control over financial reporting, the financial statements presented herein fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S.
  • Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
  • The information required by this item 15(a)(3) is set forth in the Index to Exhibits accompanying this Annual Report on Form 10-K and is hereby incorporated by reference. ​ INDEX TO EXHIBITS EXHIBIT NO. ​ ​ ​ DESCRIPTION ​ ​ ​ 2.1 ​ Agreement and Plan of Merger, dated October 25, 2021, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on October 25, 2021, and incorporated herein by reference. ​ ​ ​ 2.2 ​ Amendment No. 1 to Agreement and Plan of Merger, dated December 14, 2021, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on December 17, 2021, and incorporated herein by reference. ​ ​ ​ 2.3 ​ Amendment No. 2 to Agreement and Plan of Merger, dated January 4, 2022, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on January 5, 2022, and incorporated herein by reference. ​ ​ ​ 2.4 ​ Amendment No. 3 to Agreement and Plan of Merger, dated January 10, 2022, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on January 10, 2022, and incorporated herein by reference. ​ ​ ​ 2.5 ​ Asset Purchase Agreement, dated March 24, 2023, by and among the Company, Wilks Brothers, LLC and Breckenridge Geophysical, LLC, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on March 24, 2023, and incorporated herein by reference. ​ ​ ​ 3.1 ​ Amended and Restated Certificate of Formation, dated February 9, 2015, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 16, 2015, and incorporated herein by reference . ​ ​ ​ 3.2 ​ Certificate of Amendment to Amended and Restated Certificate of Formation, dated February 11, 2015, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 16, 2015, and incorporated herein by reference. ​ ​ ​ 3.3 ​ Certificate of Amendment to Amended and Restated Certificate of Formation, dated December 1, 2023, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ ​ ​ 3.4 ​ Second Amended and Restated Bylaws, dated December 1, 2023, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ ​ ​ 3.5 ​ Statement of Resolutions Establishing Series of Shares designated Series A Junior Participating Preferred Stock of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed April 8, 2021, and incorporated herein by reference . ​ ​ ​ 4.1 ​ Form of Specimen Stock Certificate, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 11, 2015, and incorporated herein by reference. ​ ​ ​ *4.2 ​ Description of Securities. ​ ​ ​ 4.3 ​ Rights Agreement, dated as of April 8, 2021 between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 8, 2021, and incorporated herein by reference. ​ ​ ​ EXHIBIT NO. ​ ​ ​ DESCRIPTION ​ ​ ​ 4.4 ​ Amendment to Rights Agreement, dated October 25, 2021, between the Company and American Stock Transfer & Trust Company, LLC, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 25, 2021, and incorporated herein by reference. ​ ​ ​ +10.1 ​ The Executive Nonqualified “Excess” Plan Adoption Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 8, 2013, and incorporated herein by reference. ​ ​ ​ +10.2 ​ The Executive Nonqualified Excess Plan Document, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 8, 2013, and incorporated herein by reference. ​ ​ ​ +10.3 ​ Form of Indemnification Agreement entered with directors and executive officers, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 9, 2014, and incorporated herein by reference. ​ ​ ​ 10.4 ​ Form of Master Geophysical Data Acquisition Agreement, filed as Exhibit 10.10 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 5, 2012 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ 10.5 ​ Form of Supplemental Agreement to Master Geophysical Data Acquisition Agreement, filed as Exhibit 10.11 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 5, 2012 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ +10.6 ​ Dawson Geophysical Company 2016 Stock and Performance Incentive Plan, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 5, 2016, and incorporated herein by reference. ​ ​ ​ +10.7 ​ Amended and Restated Dawson Geophysical Company 2016 Stock and Performance Incentive Plan, effective as of April 24, 2020, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 14, 2021, and incorporated herein by reference. ​ ​ ​ +10.8 ​ Separation and General Release Agreement, dated November 27, 2023, by and between C.
  • Ray Tobias and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.9 ​ Separation and General Release Agreement, dated November 28, 2023, by and between Stephen C.
  • Jumper and the Company, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.10 ​ Separation and General Release Agreement, dated November 30, 2023, by and between James Brata and the Company, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.11 ​ Amended and Restated Employment Agreement, dated December 14, 2023, by and between Anthony Clark and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ +10.12 ​ Employment Agreement, dated December 14, 2023, by and between Ray Mays and the Company, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ EXHIBIT NO. ​ ​ ​ DESCRIPTION ​ ​ ​ +10.13 ​ Employment Agreement, dated December 14, 2023, by and between Ian Shaw and the Company, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ ***10.14 ​ Equipment Purchase Agreement, dates as of August 8, 2025, by and between Dawson Operating LLC and GTC, Inc., filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 13, 2025, and incorporated herein by reference, ​ ​ ​ 10.15 ​ Purchase Money Security Agreement, dated as of August 8, 2025, by and between Dawson Operating LLC and GTC, Inc., filed as Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q, filed on August 13, 2025, and incorporated herein by reference. ​ ​ ​ 10.16 ​ Form of Secured Promissory Note among Dawson Operating LLC, Dawson Geophysical Company and GTC, Inc., filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on August 13, 2025, and incorporated herein by reference. ​ ​ ​ 10.17 ​ Revolving Credit Note dated October 31, 2025, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 6, 2025, and incorporated herein by reference. ​ ​ ​ 10.18 ​ Security Agreement, dated October 31, 2025, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 6, 2025, and incorporated herein by reference. ​ ​ ​ 19.1 ​ Insider Trading Policy, filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K, filed on April 2, 2025, and incorporated herein by reference. ​ ​ ​ *21.1 ​ Subsidiaries of the Company. ​ ​ ​ *23.1 ​ Consent of RSM US LLP, independent registered public accounting firm. ​ ​ ​ *31.1 ​ Certification of Chief Executive Officer pursuant to 18 U.S.C.
  • Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 97.1 ​ Policy for the Recovery of Erroneously Awarded Compensation, filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed on April 2, 2025, and incorporated herein by reference. ​ ​ ​ 101.INS* ​ Inline XBRL Instance Document. ​ ​ ​ 101.SCH* ​ Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ 101.CAL* ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ EXHIBIT NO. ​ ​ ​ DESCRIPTION ​ ​ ​ 101.DEF* ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. ​ ​ ​ 101.LAB* ​ Inline XBRL Taxonomy Extension Labels Linkbase Document. ​ ​ ​ 101.PRE* ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ 104* ​ Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. *** Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) because the Company has determined that the information is not material and is the type that the Company treats as private or confidential. + Management contract or compensatory plan or arrangement. ​ SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, and the State of Texas, on the 31 st day of March 2026. ​ ​ ​ ​ DAWSON GEOPHYSICAL COMPANY ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ William A.
  • Signature ​ ​ ​ Title ​ ​ ​ Date ​ ​ ​ ​ ​ /s/ Matthew Wilks Matthew Wilks ​ Chairman of the Board of Directors ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Bruce Bradley Bruce Bradley ​ Director ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Albert Conly Albert Conly ​ Director ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Jose Carlos Fernandes Jose Carlos Fernandes ​ Director ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Sergei Krylov Sergei Krylov ​ Director ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ William A.
  • Clark ​ President and Chief Executive Officer (principal executive officer) ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Ian Shaw Ian Shaw ​ Chief Financial Officer (principal financial and accounting officer) ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ Consolidated Financial Statements of Dawson Geophysical Company ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID 49 ) ​ F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 ​ F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 ​ F-5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 ​ F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 ​ F-7 Notes to Consolidated Financial Statements ​ F-8 ​ ​ F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Dawson Geophysical Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Dawson Geophysical Company and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).
  • In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion These financial statements are the responsibility of the Company’s management.
  • We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
  • We conducted our audits in accordance with the standards of the PCAOB.
  • Accordingly, we express no such opinion.
  • Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
  • We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
  • The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ ​ ​ ​ ● ​ ● ​ Revenue Recognition – Revenue Recognized Over Time Under Uncompleted Contracts ​ As described in Note 1 to the financial statements, the Company recognizes revenue for services under cancelable service contracts with customers as the services are performed, using an output method, based on receivers laid out and picked up compared to total receivers anticipated to be recorded on the survey using the total estimated revenue for the service contract.
  • As described in Note 6 to the financial statements, the Company recognized $8.4 million of revenue for the year ended December 31, 2025, on contracts that were uncompleted as of December 31, 2025. ​ We identified the revenue recognized for the year ended December 31, 2025, under contracts that were uncomplete as of December 31, 2025, as a critical audit matter because of the significant inputs used by management in determining the amount of revenue to recognize prior to completion of all the performance obligations included in F-2 such contracts.
  • Auditing management’s inputs involved an increase in audit effort due to the impact these inputs could have on the accounting estimate. ​ Our audit procedures related to revenue recognized for the year ended December 31, 2025, under contracts that were uncompleted as of December 31, 2025, included the following, among others: ​ ● We selected a sample of uncompleted contracts as of December 31, 2025, and we performed the following: ​ - We compared the number of receivers laid out and picked up to logs of such activities prepared by the personnel conducting the surveys, compared the number of total receivers anticipated to be recorded on the surveys to information in the customer contract, recomputed the percentage of completion of the contracts at December 31, 2025, and recomputed the amount of revenue recognized through December 31, 2025. ​ - We evaluated management’s estimate of the total revenues expected to be recognized upon completion of all performance obligations in the contracts by comparing to actual amounts recognized subsequent to December 31, 2025, and other information available subsequent to December 31, 2025. ​ - We sent confirmations of certain contract details to the Company’s customers, including total contract price, receivers laid out and picked up through December 31, 2025, and total receivers anticipated to be recorded upon completion of the contract. ​ ​ ​ ​ /s/ RSM US LLP We have served as the Company's auditor since 2016.
  • Houston, Texas March 31, 2026 ​ F-3 DAWSON GEOPHYSICAL COMPANY CONSOLIDATED BALANCE SHEETS (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 ​ Assets ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 4,907 ​ $ 1,385 ​ Short-term investments ​ ​ ​ ​ — ​ Accounts receivable, net of allowance for credit losses of $ 250 ​ ​ ​ ​ ​ ​ ​ at December 31, 2025 and 2024 ​ ​ 9,389 ​ 9,970 ​ Prepaid expenses and other current assets ​ ​ 7,169 ​ ​ 3,186 ​ Total current assets ​ 21,835 ​ 14,541 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment ​ ​ 254,017 ​ ​ 238,064 ​ Less accumulated depreciation ​ ​ ( 223,242 ) ​ ​ ( 225,085 ) ​ Property and equipment, net ​ ​ 30,775 ​ ​ 12,979 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ 3,036 ​ ​ 3,002 ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangibles, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 56,010 ​ $ 30,870 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 9,578 ​ $ 3,381 ​ Accrued liabilities: ​ ​ ​ ​ ​ Payroll costs and other taxes ​ 1,474 ​ ​ 2,014 ​ Other ​ ​ ​ ​ Deferred revenue ​ 7,477 ​ ​ 1,570 ​ Current maturities of notes payable and finance leases ​ 6,232 ​ ​ 1,010 ​ Current maturities of operating lease liabilities ​ ​ 1,082 ​ ​ 1,125 ​ Total current liabilities ​ 26,837 ​ 9,930 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term liabilities: ​ ​ ​ ​ ​ Notes payable and finance leases, net of current maturities ​ 11,324 ​ ​ 1,512 ​ Operating lease liabilities, net of current maturities ​ ​ 2,024 ​ ​ 2,131 ​ Deferred tax liabilities, net ​ ​ ​ ​ ​ Total liabilities ​ 40,202 ​ 13,589 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 16) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ Preferred stock-par value $ 1.00 per share; 4,000,000 shares authorized, none outstanding ​ — ​ — ​ Common stock-par value $ 0.01 per share; 35,000,000 shares authorized, ​ ​ ​ ​ ​ ​ ​ 31,052,840 and 30,983,437 shares issued and outstanding at December 31, 2025 ​ ​ ​ ​ ​ ​ ​ and December 31, 2024, respectively ​ ​ ​ ​ Additional paid-in capital ​ 157,154 ​ ​ 157,073 ​ Accumulated deficit ​ ( 139,560 ) ​ ​ ( 137,619 ) ​ Accumulated other comprehensive loss, net ​ ( 2,097 ) ​ ​ ( 2,483 ) ​ Total stockholders’ equity ​ 15,808 ​ 17,281 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders’ equity ​ $ 56,010 ​ $ 30,870 ​ See accompanying notes to the consolidated financial statements. ​ F-4 DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (amounts in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Operating revenues: ​ ​ ​ ​ ​ ​ ​ Fee Revenue ​ $ 61,876 ​ $ 53,479 ​ Reimbursable Revenue ​ ​ 13,749 ​ ​ 20,675 ​ ​ ​ ​ 75,625 ​ ​ 74,154 ​ Operating costs: ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ Fee operating expenses ​ ​ 48,860 ​ ​ 42,346 ​ Reimbursable operating expenses ​ ​ 13,749 ​ ​ 20,675 ​ Total operating expenses ​ 62,609 ​ 63,021 ​ General and administrative ​ 9,010 ​ 9,946 ​ Depreciation and amortization ​ 5,670 ​ 5,736 ​ ​ ​ 77,289 ​ 78,703 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ ( 1,664 ) ​ ( 4,549 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ ​ ​ ​ Interest expense ​ ( 536 ) ​ ( 159 ) ​ Other income, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income tax ​ ( 1,935 ) ​ ( 4,112 ) ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ ​ ( 6 ) ​ ​ ( 7 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ( 1,941 ) ​ ​ ( 4,119 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ Net unrealized income (loss) on foreign exchange rate translation ​ ​ ​ ​ ( 571 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss ​ $ ( 1,555 ) ​ $ ( 4,690 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic loss per share of common stock ​ $ ( 0.06 ) ​ $ ( 0.13 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted loss per share of common stock ​ $ ( 0.06 ) ​ $ ( 0.13 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average equivalent common shares outstanding ​ 31,016,792 ​ 30,879,855 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average equivalent common shares outstanding - assuming dilution ​ 31,016,792 ​ 30,879,855 ​ See accompanying notes to the consolidated financial statements. ​ ​ F-5 DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ Number ​ ​ ​ Paid-in ​ Accumulated ​ Comprehensive ​ ​ ​ ​ ​ ​ Of Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Loss ​ ​ ​ Total Balance January 1, 2024 ​ 30,812,329 ​ $ ​ $ 156,678 ​ $ ( 123,640 ) ​ $ ( 1,912 ) ​ $ 31,434 ​ Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 4,119 ) ​ ​ ​ ​ ​ ( 4,119 ) ​ Unrealized loss on foreign exchange rate translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 571 ) ​ ​ ​ ​ Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Other comprehensive loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 571 ) ​ ​ ( 571 ) ​ Dividend ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 9,860 ) ​ ​ ​ ​ ​ ( 9,860 ) ​ Issuance of common stock as compensation ​ 210,510 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares exchanged for taxes on stock-based compensation ​ ( 39,402 ) ​ ​ — ​ ​ ( 76 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 76 ) ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance December 31, 2024 ​ 30,983,437 ​ $ ​ $ 157,073 ​ $ ( 137,619 ) ​ $ ( 2,483 ) ​ $ 17,281 ​ Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,941 ) ​ ​ ​ ​ ​ ( 1,941 ) ​ Unrealized income on foreign exchange rate translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Other comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock as compensation ​ 99,200 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares exchanged for taxes on stock-based compensation ​ ( 29,797 ) ​ ​ — ​ ​ ( 48 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 48 ) ​ Balance December 31, 2025 ​ 31,052,840 ​ $ ​ $ 157,154 ​ $ ( 139,560 ) ​ $ ( 2,097 ) ​ $ 15,808 ​ See accompanying notes to the consolidated financial statements. ​ F-6 DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 1,941 ) ​ $ ( 4,119 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net loss to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 5,670 ​ 5,736 ​ Non-cash operating lease cost ​ ​ ​ ​ 1,137 ​ Non-cash compensation ​ ​ ​ Deferred income tax expense ​ — ​ ​ Bad debt expense ​ ​ ​ ​ — ​ Gain on disposal of assets ​ ( 439 ) ​ ( 409 ) ​ Other ​ ​ ( 11 ) ​ Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Decrease in accounts receivable ​ ​ 2,543 ​ (Increase) decrease in prepaid expenses and other assets ​ ( 1,903 ) ​ 5,653 ​ Increase (decrease) in accounts payable ​ 6,140 ​ ​ ( 128 ) ​ Decrease in accrued liabilities ​ ​ ( 422 ) ​ ​ ( 1,244 ) ​ Decrease in operating lease liabilities ​ ​ ( 1,108 ) ​ ​ ( 1,239 ) ​ Increase (decrease) in deferred revenue ​ ​ 5,907 ​ ​ ( 10,259 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) operating activities ​ 13,977 ​ ( 1,866 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Capital expenditures, net of non-cash capital expenditures summarized below ​ ( 6,831 ) ​ ​ ( 1,865 ) ​ Proceeds from disposal of assets ​ ​ ​ ​ ​ Proceeds from insurance claim ​ ​ — ​ ​ ​ Proceeds from maturity of short-term investments ​ ​ — ​ ​ ​ Acquisition of short-term investments ​ ​ ( 370 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ​ ​ ( 6,733 ) ​ ​ ( 735 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ Principal payments on notes payable ​ ​ ( 2,666 ) ​ ​ ( 947 ) ​ Principal payments on finance leases ​ ( 934 ) ​ ​ ( 680 ) ​ Borrowings on line of credit (related party) ​ ​ 3,500 ​ ​ — ​ Repayments on line of credit (related party) ​ ​ ( 3,500 ) ​ ​ — ​ Tax withholdings related to stock based compensation awards ​ ​ ( 48 ) ​ ​ ( 76 ) ​ Other ​ ​ ( 35 ) ​ ​ — ​ Dividends paid ​ ​ — ​ ​ ( 9,860 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in financing activities ​ ( 3,683 ) ​ ( 11,563 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ​ ( 39 ) ​ ​ ( 223 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents and restricted cash ​ 3,522 ​ ( 14,387 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents and restricted cash at beginning of period ​ 1,385 ​ 15,772 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period ​ $ 4,907 ​ $ 1,385 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ ​ $ ​ Cash paid for income taxes ​ $ ​ $ ​ Cash received for income taxes ​ $ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash operating, investing and financing activities: ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in accrued purchases of property and equipment ​ $ — ​ $ ( 332 ) ​ Finance leases incurred ​ $ 1,116 ​ $ 1,326 ​ Increase in right-of-use assets and operating lease liabilities ​ $ ​ $ ​ Financed equipment purchases ​ $ 15,450 ​ $ — ​ Financed insurance premiums ​ $ 2,036 ​ $ ​ See accompanying notes to the consolidated financial statements.
  • Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Dawson Operating LLC, Dawson Seismic Services Holdings, Inc., Eagle Canada, Inc., Eagle Canada Seismic Services ULC, Exploration Surveys, Inc.
  • The Company's allowance for credit losses was $ 250,000 at January 1, 2024, December 31, 2024, and December 31, 2025.
  • F-8 The table below reflects all allowance for credit loss activity recorded during the years ending December 31, 2025, and December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ 2024 Beginning balance ​ $ ( 250 ) ​ $ ( 250 ) Additional provisions to allowance ​ ​ ( 177 ) ​ ​ — Write-offs against allowance - A/R ​ ​ ​ ​ — Recoveries collected ​ ​ — ​ — Ending balance ​ $ ( 250 ) ​ $ ( 250 ) ​ Property and Equipment Property and equipment is capitalized at historical cost or the fair value of assets acquired in a business combination and is depreciated over the useful life of the asset.
  • If either the future undiscounted cashflows expected to be generated by the asset group or the fair of the assets within the asset group exceeds the carrying value of the asset group no impairment would be recognized.
  • No impairment test was required during the year ended December 31, 2025.
  • The ROU assets are amortized to operating lease cost over the lease terms on a straight-line F-9 basis and is included in operating expense.
  • No impairment charges were recognized for the years ended December 31, 2025 and 2024.

and 109 more.

Gone since FY2024

  • FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item appears on pages F-1 through F-26 hereof and is incorporated herein by reference.
  • Based upon that evaluation, our President and Chief Executive Officer, and our Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective, in all material respects, with regard to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, for information required to be disclosed by us in the reports that we file or submit under the Exchange Act.
  • Under the supervision and with the participation of management, including our President and Chief Executive Officer, and our Chief Financial Officer, we evaluated the effectiveness of our internal controls over financial reporting as of December 31, 2024 using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
  • Based on this evaluation, we have concluded that, as of December 31, 2024, our internal control over financial reporting was effective.
  • Our internal control over financial reporting as of December 31, 2024 has not been audited by RSM US LLP, the independent registered public accounting firm who audited our financial statements as this audit is not required because the company qualifies for smaller reporting company filing status.
  • Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
  • The information required by this item 15(a)(3) is set forth in the Index to Exhibits accompanying this Annual Report on Form 10-K and is hereby incorporated by reference. ​ INDEX TO EXHIBITS EXHIBIT NO.
  • DESCRIPTION ​ ​ ​ 2.1 ​ Agreement and Plan of Merger, dated October 25, 2021, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on October 25, 2021, and incorporated herein by reference. ​ ​ ​ 2.2 ​ Amendment No. 1 to Agreement and Plan of Merger, dated December 14, 2021, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on December 17, 2021, and incorporated herein by reference. ​ ​ ​ 2.3 ​ Amendment No. 2 to Agreement and Plan of Merger, dated January 4, 2022, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on January 5, 2022, and incorporated herein by reference. ​ ​ ​ 2.4 ​ Amendment No. 3 to Agreement and Plan of Merger, dated January 10, 2022, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on January 10, 2022, and incorporated herein by reference. ​ ​ ​ 2.5 ​ Asset Purchase Agreement, dated March 24, 2023, by and among the Company, Wilks Brothers, LLC and Breckenridge Geophysical, LLC, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on March 24, 2023, and incorporated herein by reference. ​ ​ ​ 3.1 ​ Amended and Restated Certificate of Formation, dated February 9, 2015, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 16, 2015, and incorporated herein by reference . ​ ​ ​ 3.2 ​ Certificate of Amendment to Amended and Restated Certificate of Formation, dated February 11, 2015, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 16, 2015, and incorporated herein by reference. ​ ​ ​ 3.3 ​ Certificate of Amendment to Amended and Restated Certificate of Formation, dated December 1, 2023, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ ​ ​ 3.4 ​ Second Amended and Restated Bylaws, dated December 1, 2023, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ ​ ​ 3.5 ​ Statement of Resolutions Establishing Series of Shares designated Series A Junior Participating Preferred Stock of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed April 8, 2021, and incorporated herein by reference . ​ ​ ​ 4.1 ​ Form of Specimen Stock Certificate, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 11, 2015, and incorporated herein by reference. ​ ​ ​ *4.2 ​ Description of Securities. ​ ​ ​ 4.3 ​ Rights Agreement, dated as of April 8, 2021 between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 8, 2021, and incorporated herein by reference. ​ ​ ​ EXHIBIT NO.
  • DESCRIPTION ​ ​ ​ 4.4 ​ Amendment to Rights Agreement, dated October 25, 2021, between the Company and American Stock Transfer & Trust Company, LLC, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 25, 2021, and incorporated herein by reference. ​ ​ ​ +10.1 ​ The Executive Nonqualified “Excess” Plan Adoption Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 8, 2013, and incorporated herein by reference. ​ ​ ​ +10.2 ​ The Executive Nonqualified Excess Plan Document, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 8, 2013, and incorporated herein by reference. ​ ​ ​ +10.3 ​ Form of Indemnification Agreement entered with directors and executive officers, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 9, 2014, and incorporated herein by reference. ​ ​ ​ 10.10 ​ Form of Master Geophysical Data Acquisition Agreement, filed as Exhibit 10.10 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 5, 2012 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ 10.11 ​ Form of Supplemental Agreement to Master Geophysical Data Acquisition Agreement, filed as Exhibit 10.11 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 5, 2012 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ +10.13 ​ Dawson Geophysical Company 2016 Stock and Performance Incentive Plan, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 5, 2016, and incorporated herein by reference. ​ ​ ​ +10.14 ​ Amended and Restated Dawson Geophysical Company 2016 Stock and Performance Incentive Plan, effective as of April 24, 2020, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 14, 2021, and incorporated herein by reference. ​ ​ ​ 10.15 ​ Loan and Security Agreement, by and between Dawson Geophysical Company and Dominion Bank, dated September 30, 2019, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on October 1, 2019, and incorporated herein by reference. ​ ​ ​ 10.16 ​ Loan Modification Agreement to Loan and Security Agreement, by and between Dawson Geophysical Company and Dominion Bank, dated September 30, 2020, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on September 30, 2020, and incorporated herein by reference. ​ ​ ​ 10.17 ​ Second Loan Modification Agreement to Loan and Security Agreement, by and between the Company and Dominion Bank, dated September 30, 2021, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 1, 2021, and incorporated herein by reference. ​ ​ ​ +10.18 ​ Waiver Acknowledgement, dated January 10, 2022, by and between the Company and Stephen C.
  • Jumper, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 10, 2022, and incorporated herein by reference. ​ ​ ​ 10.19 ​ Third Loan Modification Agreement to Loan and Security Agreement, by and between the Company and Dominion Bank, dated September 30, 2022, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 4, 2022, and incorporated herein by reference. ​ ​ ​ ​ ​ ​ EXHIBIT NO.
  • DESCRIPTION ​ ​ ​ 10.20 ​ Fourth Loan Modification Agreement to Loan and Security Agreement, by and between the Company and Dominion Bank, dated March 21, 2023, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on March 24, 2023, and incorporated herein by reference. ​ ​ ​ +10.25 ​ Separation and General Release Agreement, dated November 27, 2023, by and between C.
  • Ray Tobias and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.26 ​ Separation and General Release Agreement, dated November 28, 2023, by and between Stephen C.
  • Jumper and the Company, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.27 ​ Separation and General Release Agreement, dated November 30, 2023, by and between James Brata and the Company, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.28 ​ Amended and Restated Employment Agreement, dated December 14, 2023, by and between Anthony Clark and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ +10.29 ​ Employment Agreement, dated December 14, 2023, by and between Ray Mays and the Company, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ +10.30 ​ Employment Agreement, dated December 14, 2023, by and between Ian Shaw and the Company, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ *19.1 ​ Insider Trading Policy. ​ ​ ​ *21.1 ​ Subsidiaries of the Company. ​ ​ ​ *23.1 ​ Consent of RSM US LLP, independent registered public accounting firm. ​ ​ ​ *31.1 ​ Certification of Chief Executive Officer pursuant to 18 U.S.C.
  • Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ *97.1 ​ Policy for the Recovery of Erroneously Awarded Compensation . ​ ​ ​ 101.INS* ​ Inline XBRL Instance Document. ​ ​ ​ EXHIBIT NO.
  • DESCRIPTION ​ ​ ​ 101.SCH* ​ Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ 101.CAL* ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ 101.DEF* ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. ​ ​ ​ 101.LAB* ​ Inline XBRL Taxonomy Extension Labels Linkbase Document. ​ ​ ​ 101.PRE* ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ 104* ​ Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. + Management contract or compensatory plan or arrangement. ​ SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, and the State of Texas, on the 2 nd day of April 2025. ​ DAWSON GEOPHYSICAL COMPANY ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ William A.
  • Signature Title Date ​ ​ ​ ​ ​ /s/ Matthew Wilks Matthew Wilks ​ Chairman of the Board of Directors ​ 04-02-25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Bruce Bradley Bruce Bradley ​ Director ​ 04-02-25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Albert Conly Albert Conly ​ Director ​ 04-02-25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Jose Carlos Fernandes Jose Carlos Fernandes ​ Director ​ 04-02-25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Sergei Krylov Sergei Krylov ​ Director ​ 04-02-25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ William A.
  • Clark ​ President and Chief Executive Officer (principal executive officer) ​ 04-02-25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Ian Shaw Ian Shaw ​ Chief Financial Officer (principal financial and accounting officer) ​ 04-02-25 ​ ​ ​ ​ ​ ​ ​ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ Consolidated Financial Statements of Dawson Geophysical Company Page Report of Independent Registered Public Accounting Firm (PCAOB ID 49 ) ​ F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 ​ F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 ​ F-5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023 ​ F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 ​ F-7 Notes to Consolidated Financial Statements ​ F-8 ​ ​ F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Dawson Geophysical Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Dawson Geophysical Company and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).
  • In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion These financial statements are the responsibility of the Company's management.
  • We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB.
  • Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
  • We believe that our audits provide a reasonable basis for our opini on. ​ Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
  • The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ ​ ​ ​ ● ​ ● ​ Impairment Testing of Long-Lived Assets ​ As discussed in Note 2 to the financial statements, long-lived assets are tested for impairment at the asset group level when events or changes in circumstances indicate the carrying value of the asset group may not be recoverable.
  • If either the future undiscounted cash flows expected to be generated by the asset group or the fair of the assets within the asset group exceeds the carrying value of the asset group no impairment would be F-2 recognized.
  • Because the fair value of these assets collectively exceeded the carrying value of the asset groups, no impairment charges were recognized for the year ended December 31, 2024. ​ We identified management’s impairment testing of long-lived assets as a critical audit matter because of the significant assumptions management used in estimating the fair value of certain assets within the asset groups.
  • Auditing management’s assumptions involved a high degree of auditor judgment and an increase in audit effort, including the use of our valuation specialists, due to the impact these assumptions could have on the accounting estimate. ​ Our audit procedures related to the Company’s impairment testing of long-lived assets included the following, among others: ​ ● We tested the completeness and accuracy of the underlying data used by management by agreeing it to the underlying support. ​ ● We utilized our valuation specialists to assist in the following procedures: o Corroborated management’s estimates through obtaining publicly available market data for certain assets within the population. o Developed an independent estimate of fair value for certain assets within the asset groups, utilizing publicly available market data and other information, and compared our independent estimate to the carrying value of the asset groups. ​ ​ ​ /s/ RSM US LLP We have served as the Company's auditor since 2016.
  • Houston, Texas April 2, 2025 ​ F-3 DAWSON GEOPHYSICAL COMPANY CONSOLIDATED BALANCE SHEETS (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ Assets ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,385 ​ $ 10,772 ​ Restricted cash ​ ​ — ​ ​ 5,000 ​ Short-term investments ​ — ​ ​ Accounts receivable, net of allowance for credit losses of $ 250 ​ ​ ​ ​ ​ ​ ​ at December 31, 2024 and 2023 ​ ​ 9,970 ​ 12,735 ​ Prepaid expenses and other current assets ​ ​ 3,186 ​ ​ 8,654 ​ Total current assets ​ 14,541 ​ 37,426 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment ​ ​ 238,064 ​ ​ 241,955 ​ Less accumulated depreciation ​ ​ ( 225,085 ) ​ ​ ( 225,447 ) ​ Property and equipment, net ​ ​ 12,979 ​ ​ 16,508 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ 3,002 ​ ​ 3,208 ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangibles, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 30,870 ​ $ 57,519 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 3,381 ​ $ 3,883 ​ Accrued liabilities: ​ ​ ​ ​ ​ Payroll costs and other taxes ​ 2,014 ​ ​ 3,415 ​ Other ​ ​ ​ ​ Deferred revenue ​ 1,570 ​ ​ 11,829 ​ Current maturities of notes payable and finance leases ​ 1,010 ​ ​ 1,380 ​ Current maturities of operating lease liabilities ​ ​ 1,125 ​ ​ 1,202 ​ Total current liabilities ​ 9,930 ​ 22,418 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term liabilities: ​ ​ ​ ​ ​ Notes payable and finance leases, net of current maturities ​ 1,512 ​ ​ 1,289 ​ Operating lease liabilities, net of current maturities ​ ​ 2,131 ​ ​ 2,363 ​ Deferred tax liabilities, net ​ ​ ​ ​ ​ Total long-term liabilities ​ 3,659 ​ 3,667 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ Preferred stock-par value $ 1.00 per share; 4,000,000 shares authorized, none outstanding ​ — ​ — ​ Common stock-par value $ 0.01 per share; 35,000,000 shares authorized, ​ ​ ​ ​ ​ ​ ​ 30,983,437 and 30,812,329 shares issued and outstanding at December 31, 2024 ​ ​ ​ ​ ​ ​ ​ and 2023, respectively ​ ​ ​ ​ Additional paid-in capital ​ 157,073 ​ ​ 156,678 ​ Accumulated deficit ​ ( 137,619 ) ​ ​ ( 123,640 ) ​ Accumulated other comprehensive loss, net ​ ( 2,483 ) ​ ​ ( 1,912 ) ​ Total stockholders’ equity ​ 17,281 ​ 31,434 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders’ equity ​ $ 30,870 ​ $ 57,519 ​ See accompanying notes to the consolidated financial statements. ​ F-4 DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (amounts in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues: ​ ​ ​ ​ ​ ​ ​ Fee Revenue ​ $ 53,479 ​ $ 61,447 ​ Reimbursable Revenue ​ ​ 20,675 ​ ​ 35,399 ​ ​ ​ ​ 74,154 ​ ​ 96,846 ​ Operating costs: ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ Fee operating expenses ​ ​ 42,346 ​ ​ 51,508 ​ Reimbursable operating expenses ​ ​ 20,675 ​ ​ 35,149 ​ Total operating expenses ​ 63,021 ​ 86,657 ​ General and administrative ​ 9,460 ​ 12,559 ​ Severance expense ​ ​ ​ ​ 2,208 ​ Depreciation and amortization ​ 5,736 ​ 8,492 ​ ​ ​ 78,703 ​ 109,916 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ ( 4,549 ) ​ ( 13,070 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ ​ ​ ​ Interest expense ​ ( 159 ) ​ ( 103 ) ​ Other income, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income tax ​ ( 4,112 ) ​ ( 12,243 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ ​ ( 6 ) ​ ​ ( 25 ) ​ Deferred ​ ​ ( 1 ) ​ ​ ​ Income tax (expenses) benefit ​ ( 7 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ( 4,119 ) ​ ​ ( 12,147 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive (loss) income: ​ ​ ​ ​ ​ ​ ​ Net unrealized (loss) income on foreign exchange rate translation ​ ​ ( 571 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss ​ $ ( 4,690 ) ​ $ ( 11,986 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic loss per share of common stock ​ $ ( 0.13 ) ​ $ ( 0.45 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted loss per share of common stock ​ $ ( 0.13 ) ​ $ ( 0.45 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average equivalent common shares outstanding ​ 30,879,855 ​ 26,752,055 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average equivalent common shares outstanding - assuming dilution ​ 30,879,855 ​ 26,752,055 ​ See accompanying notes to the consolidated financial statements. ​ ​ F-5 DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Attributable ​ Common Stock ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ to Breckenridge ​ Number ​ ​ ​ Paid-in ​ Accumulated ​ Comprehensive ​ ​ ​ ​ ​ ​ ​ Prior to Acquisition ​ Of Shares Amount Capital (Deficit) (Loss) Income Total Balance January 1, 2023 ​ $ 7,695 ​ 23,812,329 ​ $ ​ $ 155,413 ​ $ ( 112,469 ) ​ $ ( 2,073 ) ​ $ 48,804 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ( 976 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 11,171 ) ​ ​ ​ ​ ​ ( 12,147 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized income on foreign exchange rate translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Other comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of stock for Breckenridge acquisition ​ ​ ( 1,335 ) ​ 1,188,235 ​ ​ ​ ​ 2,008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Excess of purchase price over net assets acquired ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 10,565 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 10,565 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Breckenridge cash distributions prior to acquisition ​ ​ ( 3,055 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,055 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock as compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deemed distribution of Breckenridge net assets not acquired ​ ​ ( 2,329 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 2,329 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of stock for convertible note ​ ​ ​ ​ 5,811,765 ​ ​ ​ ​ 9,822 ​ ​ ​ ​ ​ ​ ​ ​ 9,880 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance December 31, 2023 ​ $ — ​ 30,812,329 ​ $ ​ $ 156,678 ​ $ ( 123,640 ) ​ $ ( 1,912 ) ​ $ 31,434 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 4,119 ) ​ ​ ​ ​ ​ ( 4,119 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss on foreign exchange rate translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 571 ) ​ ​ ​ ​ Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Other comprehensive loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 571 ) ​ ​ ( 571 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividend ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 9,860 ) ​ ​ ​ ​ ​ ( 9,860 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock as compensation ​ ​ ​ ​ 210,510 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares exchanged for taxes on stock-based compensation ​ ​ ​ ​ ( 39,402 ) ​ ​ — ​ ​ ( 76 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 76 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance December 31, 2024 ​ $ — ​ 30,983,437 ​ $ ​ $ 157,073 ​ $ ( 137,619 ) ​ $ ( 2,483 ) ​ $ 17,281 ​ See accompanying notes to the consolidated financial statements. ​ F-6 DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 4,119 ) ​ $ ( 12,147 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net loss to net cash (used in) provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 5,736 ​ 8,492 ​ Non-cash operating lease cost ​ ​ 1,137 ​ ​ 1,094 ​ Non-cash compensation ​ ​ — ​ Deferred income tax expense (benefit) ​ ​ ( 121 ) ​ Bad debt expense ​ ​ — ​ ​ ​ Gain on disposal of assets ​ ( 409 ) ​ ( 23 ) ​ Other ​ ( 11 ) ​ — ​ Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Decrease (increase) in accounts receivable ​ 2,543 ​ ( 5,802 ) ​ Decrease in employee retention credit receivable ​ — ​ 3,035 ​ Decrease in prepaid expenses and other assets ​ 5,653 ​ 1,902 ​ (Decrease) increase in accounts payable ​ ( 128 ) ​ ​ ​ (Decrease) increase in accrued liabilities ​ ​ ( 1,244 ) ​ ​ ​ Decrease in operating lease liabilities ​ ​ ( 1,239 ) ​ ​ ( 1,177 ) ​ (Decrease) increase in deferred revenue ​ ​ ( 10,259 ) ​ ​ 4,449 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash (used in) provided by operating activities ​ ( 1,866 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Capital expenditures, net of non-cash capital expenditures summarized below ​ ( 1,865 ) ​ ​ ( 3,721 ) ​ Proceeds from disposal of assets ​ ​ ​ ​ ​ Proceeds from insurance claim ​ ​ ​ ​ — ​ Proceeds from maturity of short-term investments ​ ​ ​ ​ — ​ Acquisition of short-term investments ​ ​ — ​ ​ ( 1,000 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ​ ​ ( 735 ) ​ ​ ( 4,504 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ Principal payments on notes payable ​ ​ ( 947 ) ​ ​ ( 896 ) ​ Principal payments on finance leases ​ ( 680 ) ​ ​ ( 253 ) ​ Tax withholdings related to stock based compensation awards ​ ​ ( 76 ) ​ ​ — ​ Dividends paid ​ ​ ( 9,860 ) ​ ​ — ​ Breckenridge cash distributions prior to acquisition ​ ​ — ​ ​ ( 3,055 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in financing activities ​ ( 11,563 ) ​ ( 4,204 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ​ ( 223 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents and restricted cash ​ ( 14,387 ) ​ ( 7,831 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents and restricted cash at beginning of period ​ 15,772 ​ 23,603 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents and restricted cash at end of period ​ $ 1,385 ​ $ 15,772 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ ​ $ ​ Cash paid for income taxes ​ $ ​ $ — ​ Cash received for income taxes ​ $ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash operating, investing and financing activities: ​ ​ ​ ​ ​ ​ ​ Decrease in accrued purchases of property and equipment ​ $ ( 332 ) ​ $ ( 272 ) ​ Finance leases incurred ​ $ 1,326 ​ $ 1,730 ​ Increase in right-of-use assets and operating lease liabilities ​ $ ​ $ ​ Financed insurance premiums ​ $ ​ $ 1,602 ​ Deemed distribution of Breckenridge net assets not acquired ​ $ — ​ $ 2,329 ​ Acquisition of Breckenridge net assets ​ $ — ​ $ ( 1,335 ) ​ See accompanying notes to the consolidated financial statements.
  • On March 24, 2023, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Wilks Brothers, LLC (“Wilks”) and Breckenridge Geophysical, LLC (“Breckenridge”), a wholly owned subsidiary of Wilks.
  • Pursuant to the Purchase Agreement, the Company completed the purchase of substantially all of the Breckenridge assets related to seismic data acquisition services other than its multi-client data library, in exchange for a combination of equity consideration and a convertible note (the “Transaction”).
  • While the Transaction was structured as an asset purchase, the Company’s financial presentation reflects combined results of the two companies as if the combination occurred on January 14, 2022, the date Wilks became the majority shareholder of the Company.
  • This is due to the fact that both the Company and Breckenridge were under Wilks’ control from January 14, 2022 forward.
  • The presentation is required as a combination of entities under common control.
  • As part of the Purchase Agreement, in addition to the 1,188,235 shares of our common stock issued to Wilks at closing, we entered into a convertible note to deliver approximately 5.8 million shares of common stock to Wilks after the Company receives shareholder approval of the proposal to issue the shares upon conversion of the convertible note in accordance with NASDAQ Listing Rule 5635 (the “Convertible Note”).
  • The shareholders approved conversion of the Convertible Note during a special meeting held on September 13, 2023.
  • Pursuant to the Purchase Agreement, the Convertible Note in the amount of $ 9,880,000.50 was automatically converted into 5,811,765 newly-issued shares of the Company’s common stock following the requisite shareholder approval, and the Convertible Note was thereby extinguished.
  • The Purchase Agreement has been accounted for as a transfer of net assets between entities under common control in a manner similar to a pooling of interests.
  • The Company’s historical consolidated financial statements have been retrospectively revised to reflect the effects on financial position, cash flows, and results of operations attributable to the activities of Breckenridge for all periods presented.
  • The effects of transactions in Breckenridge’s equity prior to the Transaction have been presented as a separate component of stockholders’ equity on the Condensed Consolidated Balance Sheets and on the Condensed Consolidated Statements of Stockholders’ Equity to demonstrate the effects of those transactions on the Company’s historical consolidated financial statements.
  • F-8 Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Dawson Operating LLC, Dawson Seismic Services Holdings, Inc., Eagle Canada, Inc., Eagle Canada Seismic Services ULC, Exploration Surveys, Inc. and Breckenridge.
  • The Company's allowance for credit losses was $ 250,000 at January 1, 2023, December 31, 2023, and December 31, 2024.
  • There were no changes recorded during the years ending December 31, 2023, and December 31, 2024.

and 115 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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