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Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Stock-Based Compensation

Stock-Based Compensation

8. Stock-Based Compensation

Since the date of its effectiveness on May 5, 2016, the Company issues new grants of stock-based awards pursuant to the Dawson Geophysical Company 2016 Stock and Performance Incentive Plan (the “2016 Plan”). All of the Company’s prior plans have expired pursuant to their terms and no awards previously granted under prior plans remain outstanding. The awards outstanding and available under the 2016 Plan, as restated in 2020, and their associated accounting treatment are discussed below.

In 2016, the Company adopted the 2016 Plan, which provides for the issuance of up to 1,000,000 shares of authorized Company common stock, which authorized amount was increased to 1,050,000 as a result of the 5% stock dividend approved by the Board on May 1, 2018. At the annual shareholders’ meeting on June 9, 2020, the Company’s

shareholders approved a restated version of the 2016 Plan (the “Restated 2016 Plan”), which authorized an additional 1,000,000 shares. The total aggregate numbers of shares of Common Stock reserved under the Restated 2016 Plan is 2,050,000 shares. As of December 31, 2024, there were approximately 1,000,879 shares available for future issuance. The Restated 2016 Plan provides for the issuance of stock-based compensation awards, including stock options, common stock, restricted stock, restricted stock units and other forms. Stock option grant prices awarded under the Restated 2016 Plan may not be less than the fair market value of the common stock subject to such option on the grant date, and the term of stock options shall extend no more than ten years after the grant date. The Restated 2016 Plan terminates June 9, 2030.

The Company’s employees and officers that hold unvested restricted stock awarded during 2016 or thereafter are not entitled to dividends when the Company pays dividends.

Impact of Stock-Based Compensation

The following table summarizes stock-based compensation expense, which is included in operating or general and administrative expense, as appropriate, in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 (in thousands):


		Year Ended December 31,
		2024			2023
Restricted stock unit awards		$	348		$	—
Common stock awards			125			—
Total compensation expense		$	473		$	—

Stock Options

There was no stock option activity during the years ended December 31, 2024 and 2023. There were no outstanding stock options as of December 31, 2024 or 2023.

Restricted Stock Awards

There was no restricted stock award activity during the years ended December 31, 2024 and 2023.

Restricted Stock Unit Awards

A summary of the status of the Company’s nonvested restricted stock unit awards as of December 31, 2024 and activity during the year then ended is as follows:


		Number of Restricted Stock Unit Awards			Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2023			—		$	—
Granted			230,550		$	1.94
Vested			(133,850)		$	1.94
Cash Settlement			—			—
Forfeited			(4,200)		$	1.94
Nonvested as of December 31, 2024			92,500		$	1.94

The Company granted 230,550 restricted stock unit awards during the year ended December 31, 2024 with a weighted average grant date fair value of $1.94. The fair value of restricted stock unit awards equals the market price of the Company's stock on the grant date and generally vest immediately or in one year. The Company did not grant any restricted stock unit awards during the year ended December 31, 2023.

As of December 31, 2024, there were approximately $90,000 of unrecognized compensation costs related to nonvested restricted stock unit awards. These costs are expected to be recognized over a weighted average period of 0.5 years. As of December 31, 2023, there were no unrecognized compensation costs related to nonvested restricted stock unit awards.

Common Stock Awards

The Company granted 76,660 common stock awards with immediate vesting to outside directors with a weighted average grant date fair value of $1.63 during the year ended December 31, 2024. The Company did not grant any common stock awards with immediate vesting to outside directors during the year ended December 31, 2023.