DWSN Enters $24.2M Purchase with 36-Month 8.75% Secured Notes

Rhea-AI Filing Summary

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.

Positive

• Acquisition of Pioneer™ single point node channels expands operating equipment and supports service capacity.
• Structured payment mix with <$4.8M paid at signing and only $1.2M due at final acceptance reduces immediate cash burden.
• Notes are prepayable without penalty, providing flexibility to reduce financed interest costs if cash becomes available.

Negative

• $18.2 million of new financed obligations issued as three promissory notes increases consolidated funded debt.
• Notes bear fixed 8.75% interest, creating material interest expense over the 36-month terms.
• Liens on equipment and deeds of trust on Midland, Texas real property grant secured creditor claims against company assets.

Insights

Financial Analyst

TL;DR: Acquisition supports operational capacity but increases funded debt by $18.2M with fixed 8.75% interest.

The transaction adds Pioneer single point node channels to Dawson’s operating assets, likely supporting service capacity through staged deliveries from August 2025 to early January 2026. Financially, the company commits to approximately $24.2 million of consideration, funding $18.2 million via three 36-month promissory notes at a fixed 8.75% rate. The structure combines a meaningful upfront cash outlay ($4.8 million) with financed installments, preserves flexibility through penalty-free prepayment, but results in short-term funded debt and interest expense that will affect near-term leverage and cash flows.

Risk Analyst

TL;DR: Material secured obligations create heightened collateral and property-lien exposure for the company.

The financed portion ($18.2 million) is secured by a purchase-money security agreement on the equipment and by deeds of trust on the Company’s Midland, Texas real properties expected to be granted by the second delivery. These liens increase creditor priority over specific assets and expose real property to lender remedies if obligations are not met. The relatively high fixed interest rate (8.75%) and three-year term concentrate repayment risk into a short horizon, which is a material consideration for investor risk assessment.

8-K Event Classification

5 items: 1.01, 2.01, 2.03, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

TX0000799165false00007991652025-08-082025-08-08

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT 

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

​

Date of report (date of earliest event reported): August 8, 2025

​

DAWSON GEOPHYSICAL COMPANY

(Exact name of Registrant as specified in its charter)

texas	001-32472	74-2095844
(State of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

508 West Wall, Suite 800

Midland, Texas 79701

(Address of principal executive offices) (Zip Code)

(432) 684-3000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		DWSN		The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

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 13(a) of the Exchange Act. ☐ 

​

​

​

1	​ ​
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 be secured by: (i) a lien on all of the equipment purchased under the Purchase Agreement, all of Dawson Operating’s rights under certain intercompany leases, and all proceeds of the foregoing, pursuant to a Purchase Money Security Agreement by and between Dawson Operating and GTC, dated as of August 8, 2025; and (ii) liens on the Company’s real properties and land located in Midland, Texas, granted by the Company for the benefit of GTC, which liens are expected to be granted to GTC on or before the second equipment delivery pursuant to deeds of trust.

The foregoing descriptions of the Purchase Agreement, the Notes, and the Purchase Money Security Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement, the form of Notes, and the Purchase Money Security Agreement, copies of which are expected to be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.

​

2	​ ​
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	​ ​
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.

​

	​ ​
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.

​

Item 9.01. 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

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

​

​

FAQ

What did DWSN agree to purchase?

Dawson Operating agreed to acquire Pioneer™ single point node channels from GTC, Inc.

How much is the purchase and how will it be paid?

The aggregate purchase price is approximately $24.2 million: $4.8 million paid at execution, $1.2 million payable on final acceptance, and $18.2 million financed by three promissory notes.

What are the promissory note terms for the financed portion?

Each Note has a 36-month term, bears fixed 8.75% annual interest, may be prepaid in whole or in part without penalty, and will be issued upon acceptance of each delivery.

What collateral secures the financed obligations?

The Notes are secured by a lien on the purchased equipment, certain intercompany lease rights and proceeds under a Purchase Money Security Agreement, and by deeds of trust on the Company’s Midland, Texas real properties.

When will the equipment be delivered?

Deliveries are scheduled in three shipments commencing in August 2025 with the final shipment by early January 2026.

Is there public disclosure or a press release about this transaction?

Yes. The Company and Geospace issued a joint press release announced in the filing and included as Exhibit 99.1 to the Form 8-K.