Dawson Geophysic SEC Filings

Ray Mays, EVP & Chief Operating Officer of Dawson Geophysical Company (DWSN), reported a series of open-market purchases of the issuer's common stock. The Form 4 shows purchases executed on August 15 and August 18 totaling 4,050 shares acquired, increasing his reported beneficial ownership to 8,500 shares held directly. The filings list weighted-average purchase prices of $1.29, $1.28, $1.38, $1.39, and $1.40 for the individual transactions and note the reported prices are weighted averages. The reporting person certifies availability of further breakdowns on request. The disclosure is a routine insider acquisition by an executive and documents the updated direct ownership position.

Insider purchases increased stake in Dawson Geophysical Co. (DWSN). Chief Financial Officer Ian M. Shaw reported two open-market purchases: 5,000 shares on 08/15/2025 at a weighted average price of $1.28 and 5,000 shares on 08/18/2025 at a weighted average price of $1.35, bringing his total beneficial ownership to 20,000 common shares. The filing notes the reported prices are weighted averages and that the reporting person will provide purchase-by-purchase details on request. The transactions were reported on a single Form 4 filed by one reporting person.

Dawson Geophysical Company reported mixed second-quarter results driven by lower activity in early 2025 and a notable increase in deferred revenue backlog. Total revenue for the three months ended June 30, 2025 was $9.9 million (down from $12.5 million a year earlier) and revenue for the six months was $25.9 million (down from $44.1 million). The company recorded a net loss of $2.3 million for the quarter and a net loss of $1.4 million for the six months. EBITDA for the six months was $1.2 million.

Liquidity strengthened: cash and cash equivalents rose to $16.2 million and working capital was positive $4.9 million. Contract assets increased to $7.5 million and deferred revenue grew to $17.9 million, reflecting new projects with large third-party reimbursables. Subsequent to period-end, Dawson Operating entered an Equipment Purchase Agreement to acquire single point node channels for ~$24.2 million, funded by ~$4.8 million cash, ~$1.2 million payable on final delivery and ~$18.2 million financed via three 36-month promissory notes at 8.75%.

Dawson Geophysical Company furnished a press release reporting its preliminary and unaudited financial results for the second quarter ended June 30, 2025. The press release is attached to this Form 8-K as Exhibit 99.1, and a Cover Page Interactive Data File is provided as Exhibit 104. The filing explicitly states the information is furnished, not filed, so it is not subject to Section 18 liability or automatically incorporated by reference in other filings. The press release includes a cautionary note that forward-looking statements involve risks and uncertainties. This Form 8-K itself does not present detailed financial tables or figures.

Dawson Operating, a wholly owned subsidiary of Dawson Geophysical Company, entered an Equipment Purchase Agreement with GTC, Inc. to acquire Pioneer™ single point node channels for an aggregate purchase price of approximately $24.2 million. The equipment will be delivered in three shipments beginning in August 2025 with final delivery by early January 2026. Payment is structured as an initial cash payment of $4.8 million, a final cash payment of approximately $1.2 million upon acceptance of the third delivery, and $18.2 million to be financed by three separate promissory notes issued on acceptance of each delivery.

The Notes each carry a 36-month term at a fixed 8.75% annual interest rate, are prepayable without penalty, and are secured by a purchase-money security agreement granting a lien on the purchased equipment, certain intercompany lease rights and proceeds, and by deeds of trust on the Company’s real properties and land in Midland, Texas expected to be granted by the second delivery. The Purchase Agreement contains customary representations, warranties, indemnities and covenants.