SUBSEQUENT EVENTS	9 Months Ended
Sep. 30, 2025
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	12. SUBSEQUENT EVENTS Geospace Notes Following the execution of the Equipment Purchase Agreement, the parties agreed to deliver a portion of the third delivery ahead of the originally scheduled date, and an additional Geospace Note was issued in connection with the additional delivery. On October 28, 2025, the Company executed the Third Geospace Note for approximately $3.5 million. On November 3, 2025, the Company received the remainder of its originally scheduled third delivery of nodal equipment and a Geospace Note was issued in connection with the delivery for approximately $3.5 million. Both notes have terms of 36 months with interest rates of 8.75% and will have combined monthly payments of principal and interest totaling approximately $222,000 per month. Revolving Credit Note On October 31, 2025, Dawson Geophysical Company and Dawson Operating, as borrowers (the “Borrowers”), entered into a Revolving Credit Note (the “Revolving Credit Note”) in favor of Equify Financial, as lender (the “Lender”), a related party affiliated through common control. Pursuant to the Revolving Credit Note, the Borrowers, jointly and severally, may, from time to time until November 20, 2028, request loans from the Lender for up to an aggregate principal amount of $5,035,032. The loans outstanding under the Revolving Credit Note are payable by the Borrowers in thirty-six (36) monthly installments of principal in the amount of $139,862, together with all accrued and unpaid interest on the outstanding principal balance thereunder, commencing on December 20, 2025, and continuing thereafter until the maturity date. The interest rate applicable to loans outstanding under the Revolving Credit Note is a rate per annum equal to 13%. The maximum borrowing limit under the Revolving Credit Note is initially $5,035,032, and such amount is reduced by $139,862 on each monthly payment date. The Borrowers may prepay up to 75% of the then outstanding principal and accrued but unpaid interest at any time without a prepayment fee. The obligations under the Revolving Credit Note are secured by a lien on the Company’s vibrator energy source vehicles, pursuant to a Security Agreement by and between the Company and Lender, dated as of October 31, 2025. All outstanding amounts owed under the Revolving Credit Note become due and payable no later than the maturity date of November 20, 2028, and are subject to acceleration upon the occurrence of events of default which the Company considers usual and customary for an agreement of this type, including failure to make payments under the Revolving Credit Note, non-performance of covenants and obligations or insolvency or bankruptcy (as defined in the Revolving Credit Note). Executive Stock Compensation Agreement On October 27, 2025, the Compensation Committee of the Board of Directors granted 150,000 restricted stock units to Tony Clark, President and Chief Executive Officer and 100,000 restricted stock units to Ray Mays, Executive Vice President and Chief Operating Officer. The restricted stock units vest over three years with one third vesting on the first anniversary date, one third vesting on the second anniversary date and one third vesting on the third anniversary date.

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2025

12. SUBSEQUENT EVENTS

Geospace Notes

Following the execution of the Equipment Purchase Agreement, the parties agreed to deliver a portion of the third delivery ahead of the originally scheduled date, and an additional Geospace Note was issued in connection with the additional delivery. On October 28, 2025, the Company executed the Third Geospace Note for approximately $3.5 million. On November 3, 2025, the Company received the remainder of its originally scheduled third delivery of nodal equipment and a Geospace Note was issued in connection with the delivery for approximately $3.5 million. Both notes have terms of 36 months with interest rates of 8.75% and will have combined monthly payments of principal and interest totaling approximately $222,000 per month.

Revolving Credit Note

On October 31, 2025, Dawson Geophysical Company and Dawson Operating, as borrowers (the “Borrowers”), entered into a Revolving Credit Note (the “Revolving Credit Note”) in favor of Equify Financial, as lender (the “Lender”), a related party affiliated through common control.

Pursuant to the Revolving Credit Note, the Borrowers, jointly and severally, may, from time to time until November 20, 2028, request loans from the Lender for up to an aggregate principal amount of $5,035,032. The loans outstanding under the Revolving Credit Note are payable by the Borrowers in thirty-six (36) monthly installments of principal in the amount of $139,862, together with all accrued and unpaid interest on the outstanding principal balance thereunder, commencing on December 20, 2025, and continuing thereafter until the maturity date. The interest rate applicable to loans outstanding under the Revolving Credit Note is a rate per annum equal to 13%.

The maximum borrowing limit under the Revolving Credit Note is initially $5,035,032, and such amount is reduced by $139,862 on each monthly payment date. The Borrowers may prepay up to 75% of the then outstanding principal and accrued but unpaid interest at any time without a prepayment fee. The obligations under the Revolving Credit Note are secured by a lien on the Company’s vibrator energy source vehicles, pursuant to a Security Agreement by and between the Company and Lender, dated as of October 31, 2025.

All outstanding amounts owed under the Revolving Credit Note become due and payable no later than the maturity date of November 20, 2028, and are subject to acceleration upon the occurrence of events of default which the Company considers usual and customary for an agreement of this type, including failure to make payments under the Revolving Credit Note, non-performance of covenants and obligations or insolvency or bankruptcy (as defined in the Revolving Credit Note).

Executive Stock Compensation Agreement

On October 27, 2025, the Compensation Committee of the Board of Directors granted 150,000 restricted stock units to Tony Clark, President and Chief Executive Officer and 100,000 restricted stock units to Ray Mays, Executive Vice President and Chief Operating Officer. The restricted stock units vest over three years with one third vesting on the first anniversary date, one third vesting on the second anniversary date and one third vesting on the third anniversary date.