DAWSON GEOPHYSICAL CO

On Oct 31, 2025 Dawson and its operating subsidiary took a revolving credit note from Equify Financial for up to $5,035,032 at 13% a year, available until Nov 20, 2028. The limit drops by $139,862 each month and repayments of $139,862 a month start Dec 20, 2025. The loan is secured by Dawson's vibrator vehicles, and Equify is controlled by the same Wilks family members who control Dawson (Dan and Farris Wilks), though Dawson's audit committee reviewed and approved it. The filing gives no reason for the loan.

debt financing

On Aug 8, 2025 Dawson's operating subsidiary agreed to buy Pioneer single point node channels (seismic recording equipment) from GTC, a subsidiary of Geospace Technologies, for about $24.2 million, delivered in three shipments through early January 2026. About $4.8 million was paid in cash, about $1.2 million is due on the final delivery, and about $18.2 million is financed by three 36-month notes at a fixed 8.75%, secured by the equipment and by liens on Dawson's Midland, Texas real property. The company's CEO is quoted as saying it expects efficiency and competitive gains from the equipment, which is Dawson's own stated expectation.

asset acquisition disposition

Dawson bought substantially all of Breckenridge Geophysical's seismic data acquisition assets (excluding its multi-client data library) from Wilks Brothers, the controlling shareholder (about 74.46% of votes), paying with 1,188,235 new shares (about 4.99% of the stock) and a $9,880,000.50 convertible note. The note, payable on or after June 30, 2024, converts into 5,811,765 shares at $1.70 once shareholders approve it under NASDAQ rules, so it would dilute other holders. A special committee of independent directors approved the deal, with a fairness opinion from Houlihan Lokey, and there is a post-closing cash adjustment. Dawson also cut its Dominion Bank revolver to $5,000,000 from $10,000,000 and got a waiver for covenants (including tangible net worth) affected by the deal; nothing was borrowed as of March 24, 2023. Wilks remains in control, so the earlier merger did not leave Dawson fully taken over (inference: the second-step merger was not completed, as the company still has public shareholders and a NASDAQ listing).

asset acquisition disposition

Dawson sent shareholders the final proxy for a virtual special meeting on March 15, 2022 to vote on the second-step merger with Wilks Brothers, which would pay $2.34 cash per share and leave Dawson a Wilks subsidiary. The board unanimously recommends voting for it, and it needs 80% of outstanding shares, with shares not voted counting as votes against. This follows the preliminary proxy of Nov 2021 and the completed tender offer; the outcome of the vote is not yet known.

business combination

Wilks' buyer filed the final amendment to its tender offer documents confirming the offer expired January 14, 2022 with 15,285,001 shares tendered, about 73.5% of shares outstanding together with Wilks' 2,094,237 shares. The 66.67% minimum was met and the shares were accepted for payment at $2.34, with another 342,452 shares covered by guaranteed-delivery notices. The attached Wilks press release says the second-step merger needs 80% approval; if it closes, remaining holders get $2.34 and Dawson becomes a Wilks subsidiary and is no longer publicly traded, while if it fails they stay as minority holders. This closes out the tender offer and repeats the other filings of the same day.

business combination

Dawson amended its tender-offer response to report the final results: 15,285,001 shares tendered, which with Wilks' 2,094,237 shares is about 73.5% of shares outstanding, and the buyer accepted them for payment at $2.34. It says the company will file a definitive proxy statement as soon as practicable for the shareholder meeting on the second-step merger, which needs 80% approval, and Wilks says it will vote its shares, including those just acquired, in favor. If the merger is not completed, remaining holders get nothing and stay as minority holders, with risks to liquidity, SEC reporting or NASDAQ listing, as the attached press release says. This repeats the 8-K figures and continues the merger thread toward the vote.

business combination

Dawson reported that the Wilks tender offer expired January 14, 2022 and the buyer accepted the tendered shares: 15,285,001 shares were tendered, which with the 2,094,237 shares Wilks and affiliates already owned is about 73.5% of shares outstanding and meets the lowered 66.67% minimum. A further 342,452 shares (about 1.4%) were tendered under guaranteed delivery and will be bought if delivered. The filing reports a change in control, with about $35,766,902 paid in cash. Jumper, Cooper and Klofas resigned from the board, and Matt Wilks (chairman), Sergei Krylov and Bruce Bradley were appointed. This resolves the tender-offer thread, but the second-step merger still needs an 80% vote and has not closed; shareholders who did not tender remain holders for now.

business combination

Dawson's board filed Amendment No. 3 to its tender-offer response, matching the January 10 merger-agreement change that lowers the minimum from 80% to 66.67%. It says that as of the January 7, 2022 expiry about 62% of shares (excluding the roughly 9.65% held by Wilks and affiliates) had been tendered, about 69% of shares held by others. The board says it still believes the same circumstances apply and that the amended deal is the best path, offering liquidity at $2.34. It confirms Jumper, Cooper and Klofas will resign and Matt Wilks, Krylov and Bradley join at the acceptance time, with Vander Ploeg and North staying. The offer is not yet complete.

business combination

Wilks' subsidiary disclosed a third merger agreement amendment dated January 10, 2022 that lowers the tender offer's minimum condition from 80% to 66.67% of shares (counting Wilks-owned shares), and extends the offer to 5:00 p.m. New York time on January 14, 2022. This reverses the 80% threshold set in October 2021, and the 80% shareholder vote for the follow-on merger is still described as needed. On completion, directors Jumper, Cooper and Klofas would resign and Matt Wilks (as chairman), Sergei Krylov and Bruce Bradley would join, with Jumper expected to stay as CEO; a Jumper waiver is a new offer condition. The price stays $2.34. If the merger is not completed, non-tendering holders get nothing and stay as minority holders, with possible loss of liquidity, SEC reporting or NASDAQ listing. Nothing has closed.

business combination

Dawson filed a preliminary proxy statement for the special shareholder meeting on the Wilks merger, the step the earlier filings said would follow the tender offer. Shareholders would receive $2.34 in cash per share (unless they use appraisal rights), the board unanimously recommends voting for it, and approval needs at least 80% of outstanding shares. The meeting date and other details are still blank, and the merger has not closed. The visible text is truncated, so further contents are not captured here.

business combination

Dawson filed its formal response to the Wilks tender offer. It confirms the offer terms ($2.34 cash per share, 80% minimum condition, expiry November 30, 2021 unless extended) and states that the board recommends shareholders tender and approve the merger. As of October 25, 2021 there were 23,643,934 shares outstanding and 335,000 shares issuable on vesting of restricted stock units. If the merger completes, Dawson becomes a Wilks subsidiary and stops being publicly traded. Nothing has closed yet.

business combination

Wilks Brothers' subsidiary WB Acquisitions formally launched its $2.34-per-share cash tender offer for Dawson on November 1, 2021, the step the October 25 merger agreement said would follow. The offer expires at 11:59 p.m. New York time on November 30, 2021 unless extended. It needs enough tendered shares, together with Wilks-owned shares, to reach 80% of shares outstanding, and the offer ends at the first expiry if tendered plus Wilks-owned shares are below 65%. The filing values the deal at about $50.8 million, covering 21,362,337 shares not owned by Wilks plus 335,000 shares from restricted stock units. The deal has not closed.

business combination

On October 25, 2021 the company agreed to be acquired by Wilks Brothers, LLC through a subsidiary, which will launch a cash tender offer at $2.34 per share for all outstanding shares. The deal needs at least 80% of shares tendered (counting Wilks's own, though that condition can be waived by agreement), and a follow-on merger needs approval from 80% of shareholders at a special meeting; the company would then become a Wilks subsidiary. A $1,683,321 termination fee is payable if Dawson accepts a superior proposal, and the shareholder rights plan was amended so it does not block the deal. Shareholders would be bought out only if the deal completes; this filing does not say it has closed.

business combination

On September 30, 2019 the Veritex line of credit matured undrawn and the company replaced it with a new Dominion Bank revolver of up to $15 million, maturing September 30, 2020. Borrowing is tied to 80% of eligible receivables plus the cash on deposit with Dominion, which initially includes a $5 million certificate of deposit, and nothing has been borrowed. The company paid off the Veritex term loan with $4,355,665 and cash-collateralized certain letters of credit; the minimum tangible net worth covenant is now $75 million.

debt financing

On June 30, 2015 the company amended its Sovereign Bank loan agreement (labelled the Ninth Amendment), raising the revolving line from $5 million to the lesser of $20 million or 80% of eligible receivables, with maturity extended to June 30, 2017; nothing was drawn as of June 30, 2015. It also took a new $5,143,601.36 term loan at 3.5% (maturing December 30, 2016), used to repay and terminate the Frost Bank credit facilities, with no early termination fees. Term loans, including three legacy loans of $7,789,000, total $12,932,000, secured by core equipment, and the company must meet financial covenants including tangible net worth of at least $150 million.

debt financing

On February 11, 2015 the Dawson merger closed. TGC, now renamed Dawson Geophysical Company, completed the merger of Riptide Acquisition Corp. into the former Dawson (now Dawson Operating Company), which became a wholly owned subsidiary; each former Dawson share converted into 1.760 shares of the company after a 1-for-3 reverse split of TGC stock just before closing. The Dawson executives, led by Stephen Jumper as Chairman, President and CEO, now run the company, and five Dawson directors joined the board while three TGC directors (Gardner, Flynn, Hurtt) resigned. This resolves the pending merger from the 2014 record. The filing does not mention the Speese lawsuit.

asset acquisition disposition

On January 7, 2015 a Dawson shareholder, Andrew Speese, filed a purported class action and derivative suit in federal court in Midland/Odessa, Texas against Dawson, its directors, TGC and Riptide Acquisition Corp. It alleges the Dawson board breached its duties and that the merger registration statement and prospectus contain misleading statements or omissions, and it seeks to block the merger or, if it closes, damages. TGC says the suit is without merit and will defend vigorously; the filing does not state any effect on the timing of the merger.

business combination

On January 5, 2015 TGC and Dawson announced that the definitive proxy materials were filed and mailing had started. The filing says the S-4 was declared effective on December 31, 2014, and that both companies' special meetings are on February 9, 2015 for holders of record at the close of business on December 29, 2014. This clears the S-4 effectiveness condition and sets the dates for the remaining shareholder votes.

business combination

On November 6, 2014 TGC filed the registration statement (Form S-4) with the joint proxy statement/prospectus for the Dawson merger, registering up to 14,418,554 TGC shares. The filing says Dawson holders would own about 66% of the combined company and TGC holders about 34%, and TGC holders keep their shares but at one-third the number after the reverse split. Shareholder meeting dates were still blank, and the registration was not yet effective.

business combination

On October 8, 2014, TGC Industries signed a new merger agreement with Dawson Geophysical, in which TGC's subsidiary Riptide Acquisition Corp. merges into Dawson, leaving Dawson as a wholly owned TGC subsidiary. Dawson holders get 1.760 TGC shares per Dawson share after a 1-for-3 reverse split of TGC stock (about 22,001,125 shares down to about 7,333,708), and TGC will be renamed Dawson Geophysical Company. This replaces the 2011 deal (0.188 ratio) whose outcome was left open in the record; the filing does not say what happened to it, though a fresh agreement implies the earlier one did not close (inference). Closing needs approval by 66.67% of Dawson shares, 66.67% of TGC shares for the split and name change, and a majority of TGC votes cast for the share issuance, plus HSR clearance, an effective S-4 and other conditions. TGC insiders holding 28.89% have agreed to vote in favour. A $2.0 million termination fee applies in certain takeover-proposal cases, and expense reimbursement is capped at $1.5 million.

business combination

On October 24, 2011 the companies said Dawson's average share price over the first 8 of the 10 trading days was $27.23, below the $32.54 lower bound in the merger agreement, and the 10-day average on October 25 was unlikely to be in range. They have exchanged letters suggesting changes to terms including the exchange ratio, none agreed, and are to negotiate on October 26-27, 2011. If no agreement is reached, either party may terminate on or after October 27, 2011. This puts the previously agreed 0.188 ratio and the deal itself in doubt. Both boards still recommend voting for the deal.

business combination

On September 6, 2011 the two companies announced that the Department of Justice closed its investigation without taking action and granted early termination of the antitrust waiting period. This resolves the second request raised in May 2011, and the antitrust condition to the Dawson merger is satisfied. The deal still needs approval by both companies' shareholders and other closing conditions.

business combination

On August 23, 2011 the company and Dawson amended the merger agreement, moving the termination date from August 31, 2011 to the business day after the later of the two shareholder meetings, provided the last meeting is no later than October 28, 2011. The amendment requires the joint proxy statement to be mailed within three business days of S-4 effectiveness and the meetings held on the 21st business day after mailing, and either side may terminate if mailing has not happened by September 28, 2011. The exchange ratio stays at 0.188 Dawson shares per share, and a record date of August 29, 2011 was set for both meetings. This puts a timetable on the pending merger and adds a deadline after which either side can walk away.

business combination

On May 26, 2011 the U.S. Department of Justice Antitrust Division sent the company a second request for information on the proposed Dawson merger. This extends the antitrust waiting period until 30 days after the company substantially complies, so the merger cannot close until then unless the Division ends the review sooner; the filing gives no outcome.

business combination

On March 20, 2011 the company agreed to be acquired by Dawson Geophysical: each share would convert into 0.188 Dawson shares if Dawson's average price is between $32.54 and $52.54, and the company would become a Dawson subsidiary. Closing needs approval by at least 80% of the company's shares, a Dawson shareholder vote, a registration statement, antitrust clearance and other conditions; officers and directors holding 28.73% have agreed to vote in favor, and Whitener and McInnes are to join Dawson's board. Termination fees of $2.35 million or $3.125 million may apply in some cases.

business combination

On October 16, 2009 the company bought the stock of Eagle Geophysical Canada (Calgary-based seismic services) from bankrupt Eagle Geophysical entities for $10.3 million, with court approval; Eagle Canada had 2008 revenues of $26.5 million. This gives the company a Canadian operation for the first time in this record.

asset acquisition disposition

Nasdaq certified DAWSON GEOPHYSICAL CO's securities for listing, clearing them to begin trading.

listing compliance notice

DAWSON GEOPHYSICAL CO's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

The company borrowed $3,791,338 from General Electric Capital at a fixed 7.78% to finance ARAM ARIES recording equipment and training, repayable in 36 monthly principal payments of $105,315. The equipment joins the October 22, 2004 master security agreement, and a new cross-default agreement means a default on any GE Capital debt is a default on all of it.

debt financing

Subsidiary Tidelands Geophysical agreed on November 17, 2005 to pay $4,119,654 to Texas Seismic Rentals for more ARAM ARIES recording equipment and training. This is a second such purchase after the October 17 agreement for $4,088,126.

material agreement

Subsidiary Tidelands Geophysical agreed on October 17, 2005 to pay $4,088,126 to Texas Seismic Rentals for a new ARAM ARIES seismic recording system, related equipment and training. This continues the company's recording-equipment purchases from earlier in 2005.

material agreement

On October 12, 2005, 2,519,664 preferred shares were converted into the same number of common shares, with directors and related holders among the converters (e.g. Hurtt trust 375,000, Todres 200,000, Barrett-related holders). Sovereign Bank also waived certain note terms, including the restriction on a 25%+ ownership change and the restriction on paying dividends.

capital raising announcement

The company signed an underwriting agreement with Oppenheimer & Co. and Sanders Morris Harris for 5,500,000 new common shares at $7.50 each, with an option for the underwriters to buy 825,000 more. This is the offering that the director warrant purchases depend on; gross proceeds at that price would be $41.25 million before fees (arithmetic from the filing's figures).

material agreement

The company agreed to buy back 3,516,645 outstanding warrants from its six directors (including CEO Whitener), but only if its 5,500,000-share public offering (registration declared effective October 5, 2005) completes. The price is the offering price less each warrant's exercise price ($0.30, $0.16 or $0.18), less a share of the 6.5% underwriting discount. It also signed indemnification agreements with CFO Kenneth Uselton and Vice President Daniel Winn.

debt financing

The company (filing under the name TGC Industries, Inc.) borrowed to buy a new ARAM ARIES recording system: it paid $594,044.65 down and financed the $3,366,253 balance over 36 months at a fixed 7.25% simple interest. The loan is secured by the new equipment, a recording truck and two semi-trailers; it follows an October 22, 2004 loan of $2,386,649 from the same lender at 6.85%.

material agreement

the American Stock Exchange certified DAWSON GEOPHYSICAL CO's securities for listing, clearing them to begin trading.

listing compliance notice