Dawson Geophysical Enters Material Agreement, Completes Asset Deal

TL;DR

Dawson Geophysical just closed a big asset deal and signed a new material agreement.

AI Summary

On August 8, 2025, Dawson Geophysical Company entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. This also triggered a direct financial obligation or an off-balance sheet arrangement for the registrant. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate activity for Dawson Geophysical, potentially impacting its asset base, financial obligations, and future operational strategy.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset transactions can introduce significant financial and operational risks.

Key Players & Entities

• Dawson Geophysical Company (company) — Registrant
• August 8, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value DWSN The NASDAQ Stock Mar
• $24.2 m — gregate purchase price of approximately $24.2 million, as follows: (i) approximately $4
• $4.8 million — million, as follows: (i) approximately $4.8 million was paid in cash in connection with the
• $1.2 million — Purchase Agreement; (ii) approximately $1.2 million will be payable in cash upon acceptance
• $18.2 million — the equipment; and (iii) approximately $18.2 million in the aggregate will be financed by th

Filing Documents

• dwsn-20250808x8k.htm (8-K) — 50KB
• dwsn-20250808xex99d1.htm (EX-99.1) — 20KB
• dwsn-20250808xex99d1001.jpg (GRAPHIC) — 13KB
• dwsn-20250808xex99d1002.jpg (GRAPHIC) — 6KB
• dwsn-20250808xex99d1003.jpg (GRAPHIC) — 5KB
• dwsn-20250808xex99d1004.jpg (GRAPHIC) — 6KB
• dwsn-20250808xex99d1005.jpg (GRAPHIC) — 21KB
• 0001558370-25-010985.txt ( ) — 268KB
• dwsn-20250808.xsd (EX-101.SCH) — 4KB
• dwsn-20250808_def.xml (EX-101.DEF) — 3KB
• dwsn-20250808_lab.xml (EX-101.LAB) — 17KB
• dwsn-20250808_pre.xml (EX-101.PRE) — 11KB
• dwsn-20250808x8k_htm.xml (XML) — 5KB

01

Item 1.01. Entry Into a Material Definitive Agreement. On August 8, 2025, Dawson Operating LLC, a Texas limited liability company ("Dawson Operating") and wholly-owned subsidiary of Dawson Geophysical Company, a Texas corporation (the "Company"), entered into an Equipment Purchase Agreement, dated as of August 8, 2025 (the "Purchase Agreement"), with GTC, Inc., a Texas corporation ("GTC") and wholly-owned subsidiary of Geospace Technologies Corporation, a Texas corporation ("Geospace"), pursuant to which, among other things, Dawson Operating agreed to acquire from GTC Pioneer single point node channels. Subject to the terms and conditions of the Purchase Agreement, the equipment is to be delivered in three shipments commencing in August 2025, with the final shipment scheduled for delivery by early January 2026. The Purchase Agreement provides that, subject to the terms and conditions set forth therein, Dawson Operating will pay to GTC an aggregate purchase price of approximately $24.2 million, as follows: (i) approximately $4.8 million was paid in cash in connection with the execution of the Purchase Agreement; (ii) approximately $1.2 million will be payable in cash upon acceptance of the third and final delivery of the equipment; and (iii) approximately $18.2 million in the aggregate will be financed by the delivery of three separate promissory notes (each, a "Note" and collectively, the "Notes") payable by Dawson Operating and the Company, jointly and severally, to GTC, with each Note to be issued in connection with Dawson Operating's acceptance of one of the three equipment deliveries. The Purchase Agreement includes customary representations, warranties, indemnities and covenants consistent with a transaction of similar type and size. The Notes will each have a term of thirty-six (36) months and bear interest at a fixed rate of 8.75% annually. The Notes may be prepaid, in whole or in part, at any time without penalty. The obligations under the Notes will

01

Item 2.01. Completion of Acquisition or Disposition of Assets. The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a registrant. The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01

Item 7.01. Regulation FD Disclosure. On August 11, 2025, the Company and Geospace issued a joint press release announcing the transactions described in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are included with this Current Report on Form 8-K: EXHIBIT NUMBER DESCRIPTION 99.1 Press release dated August 11, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. DAWSON GEOPHYSICAL COMPANY Date: August 11, 2025 By: /s/ Ian Shaw Ian Shaw Chief Financial Officer

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View this 8-K filing on SEC EDGAR