DAWSON GEOPHYSICAL CO 10-K

Item 9A. CONTROLS AND PROCEDURES Management’s Evaluation of Disclosure Controls and Procedures We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive, financial and accounting officers, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Executive Officer, and our Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective with regard to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, for information required to be disclosed by us in the reports that we file or submit under the Exchange Act. Notwithstanding the material weakness in internal control over financial reporting described below, management concluded that the Company’s disclosure controls and procedures were effective because the Company separately maintained effective controls and procedures to ensure that information required to be disclosed was accumulated and communicated to management in a timely manner to allow for appropriate disclosure decisions. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer, and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 27 Table of Contents Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including our President and Chief Executive Officer, and our Chief Financial Officer, we evaluated the effectiveness of our internal controls over financial reporting as of December 31, 2025 using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, we have concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material weakness in our internal control over financial reporting described below. As a non-accelerated filer, as defined in Rule 12b-2 under the Exchange Act, our independent registered public accounting firm is not required under Section 404(b) of the Sarbanes-Oxley Act to issue an attestation report on our internal control over financial reporting. Material Weakness in Internal Control Over Financial Reporting We identified a material weakness in our internal control over financial reporting as of December 31, 2025. Specifically, the Company did not design and maintain effective controls to ensure the accurate classification of revenue between Fee Revenue and Reimbursable Revenue, and classification of expenses between Fee Operating Expenses and Reimbursable Operating Expenses within the consolidated statement of operations and comprehensive loss. Specifically, a material error in classification was identified that our internal control over financial reporting failed to prevent or detect. While the total amount of operating revenues and operating expenses recognized for the periods presented were not materially misstated, the misclassification resulted in a material error in fee revenue, reimbursable revenue, fee operating expenses, and reimbursable operating expenses in the Company’s consolidated statement of operations and comprehensive loss. No other financial statement line items were affected by this error. The misstatements were corrected in the consolidated statement of operations and comprehensive loss presented herein. Management’s Plan to Remediate the Material Weakness ​ Management is implementing remediation steps to address the material weakness and to improve internal control over financial reporting. Specifically, management is designing and implementing a review control to perform a look back analysis related to uncompleted customer contracts at the end of the reporting period to ensure the correct classification of revenue earned and expenses incurred in satisfying performance obligations under contracts with customers. ​ Management believes these actions, when fully implemented and operating for a sufficient period of time, will remediate the material weakness. However, until the remediation efforts are fully completed and tested, the material weakness will continue to exist. However, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, notwithstanding the identified material weakness in our internal control over financial reporting, the financial statements presented herein fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. GAAP. Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Item 9B. OTHER INFORMATION N o n e . 28 Table of Contents Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. Part III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Except as noted below, the information required by Item 10 of Form 10-K is hereby incorporated by reference from the earlier filed of: (i) an amendment to this annual report on Form 10-K or (ii) the Company’s definitive proxy statement which will be filed pursuant to Regulation 14A within 120 days after the Company’s year-end for the year covered by this report. The Company has adopted an insider trading policy, a copy of which is filed as Exhibit 19.1 to this Annual Report. . Item 11. EXECUTIVE COMPENSATION The information required by Item 11 of Form 10-K is hereby incorporated by reference from the earlier filed of: (i) an amendment to this annual report on Form 10-K or (ii) the Company’s definitive proxy statement which will be filed pursuant to Regulation 14A within 120 days after the Company’s year-end for the year covered by this report. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required with respect to our equity compensation plans is set forth in Item 5 of this Form 10-K. Other information required by Item 12 of Form 10-K is hereby incorporated by reference from the earlier filed of: (i) an amendment to this annual report on Form 10-K or (ii) the Company’s definitive proxy statement which will be filed pursuant to Regulation 14A within 120 days after the Company’s year-end for the year covered by this report. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by Item 13 of Form 10-K is hereby incorporated by reference from the earlier filed of: (i) an amendment to this annual report on Form 10-K or (ii) the Company’s definitive proxy statement which will be filed pursuant to Regulation 14A within 120 days after the Company’s year-end for the year covered by this report. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by Item 14 of Form 10-K is hereby incorporated by reference from the earlier filed of: (i) an amendment to this annual report on Form 10-K or (ii) the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A within 120 days after the Company’s year-end for the year covered by this report. ​ 29 Table of Contents Part IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Financial Statements. The following consolidated financial statements of the Company appear on pages F-1 through F-26 and are incorporated by reference into Part II, Item 8: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations and Comprehensive Loss Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements (2) Financial Statement Schedules. All schedules are omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto. (3) Exhibits. The information required by this item 15(a)(3) is set forth in the Index to Exhibits accompanying this Annual Report on Form 10-K and is hereby incorporated by reference. ​ 30 Table of Contents INDEX TO EXHIBITS EXHIBIT NO. ​ ​ ​ DESCRIPTION ​ ​ ​ 2.1 ​ Agreement and Plan of Merger, dated October 25, 2021, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on October 25, 2021, and incorporated herein by reference. ​ ​ ​ 2.2 ​ Amendment No. 1 to Agreement and Plan of Merger, dated December 14, 2021, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on December 17, 2021, and incorporated herein by reference. ​ ​ ​ 2.3 ​ Amendment No. 2 to Agreement and Plan of Merger, dated January 4, 2022, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on January 5, 2022, and incorporated herein by reference. ​ ​ ​ 2.4 ​ Amendment No. 3 to Agreement and Plan of Merger, dated January 10, 2022, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on January 10, 2022, and incorporated herein by reference. ​ ​ ​ 2.5 ​ Asset Purchase Agreement, dated March 24, 2023, by and among the Company, Wilks Brothers, LLC and Breckenridge Geophysical, LLC, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on March 24, 2023, and incorporated herein by reference. ​ ​ ​ 3.1 ​ Amended and Restated Certificate of Formation, dated February 9, 2015, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 16, 2015, and incorporated herein by reference . ​ ​ ​ 3.2 ​ Certificate of Amendment to Amended and Restated Certificate of Formation, dated February 11, 2015, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 16, 2015, and incorporated herein by reference. ​ ​ ​ 3.3 ​ Certificate of Amendment to Amended and Restated Certificate of Formation, dated December 1, 2023, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ ​ ​ 3.4 ​ Second Amended and Restated Bylaws, dated December 1, 2023, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ ​ ​ 3.5 ​ Statement of Resolutions Establishing Series of Shares designated Series A Junior Participating Preferred Stock of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed April 8, 2021, and incorporated herein by reference . ​ ​ ​ 4.1 ​ Form of Specimen Stock Certificate, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 11, 2015, and incorporated herein by reference. ​ ​ ​ *4.2 ​ Description of Securities. ​ ​ ​ 4.3 ​ Rights Agreement, dated as of April 8, 2021 between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 8, 2021, and incorporated herein by reference. ​ ​ ​ 31 Table of Contents EXHIBIT NO. ​ ​ ​ DESCRIPTION ​ ​ ​ 4.4 ​ Amendment to Rights Agreement, dated October 25, 2021, between the Company and American Stock Transfer & Trust Company, LLC, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 25, 2021, and incorporated herein by reference. ​ ​ ​ +10.1 ​ The Executive Nonqualified “Excess” Plan Adoption Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 8, 2013, and incorporated herein by reference. ​ ​ ​ +10.2 ​ The Executive Nonqualified Excess Plan Document, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 8, 2013, and incorporated herein by reference. ​ ​ ​ +10.3 ​ Form of Indemnification Agreement entered with directors and executive officers, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 9, 2014, and incorporated herein by reference. ​ ​ ​ 10.4 ​ Form of Master Geophysical Data Acquisition Agreement, filed as Exhibit 10.10 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 5, 2012 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ 10.5 ​ Form of Supplemental Agreement to Master Geophysical Data Acquisition Agreement, filed as Exhibit 10.11 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 5, 2012 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ +10.6 ​ Dawson Geophysical Company 2016 Stock and Performance Incentive Plan, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 5, 2016, and incorporated herein by reference. ​ ​ ​ +10.7 ​ Amended and Restated Dawson Geophysical Company 2016 Stock and Performance Incentive Plan, effective as of April 24, 2020, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 14, 2021, and incorporated herein by reference. ​ ​ ​ +10.8 ​ Separation and General Release Agreement, dated November 27, 2023, by and between C. Ray Tobias and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.9 ​ Separation and General Release Agreement, dated November 28, 2023, by and between Stephen C. Jumper and the Company, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.10 ​ Separation and General Release Agreement, dated November 30, 2023, by and between James Brata and the Company, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.11 ​ Amended and Restated Employment Agreement, dated December 14, 2023, by and between Anthony Clark and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ +10.12 ​ Employment Agreement, dated December 14, 2023, by and between Ray Mays and the Company, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ 32 Table of Contents EXHIBIT NO. ​ ​ ​ DESCRIPTION ​ ​ ​ +10.13 ​ Employment Agreement, dated December 14, 2023, by and between Ian Shaw and the Company, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ ***10.14 ​ Equipment Purchase Agreement, dates as of August 8, 2025, by and between Dawson Operating LLC and GTC, Inc., filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 13, 2025, and incorporated herein by reference, ​ ​ ​ 10.15 ​ Purchase Money Security Agreement, dated as of August 8, 2025, by and between Dawson Operating LLC and GTC, Inc., filed as Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q, filed on August 13, 2025, and incorporated herein by reference. ​ ​ ​ 10.16 ​ Form of Secured Promissory Note among Dawson Operating LLC, Dawson Geophysical Company and GTC, Inc., filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on August 13, 2025, and incorporated herein by reference. ​ ​ ​ 10.17 ​ Revolving Credit Note dated October 31, 2025, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 6, 2025, and incorporated herein by reference. ​ ​ ​ 10.18 ​ Security Agreement, dated October 31, 2025, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 6, 2025, and incorporated herein by reference. ​ ​ ​ 19.1 ​ Insider Trading Policy, filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K, filed on April 2, 2025, and incorporated herein by reference. ​ ​ ​ *21.1 ​ Subsidiaries of the Company. ​ ​ ​ *23.1 ​ Consent of RSM US LLP, independent registered public accounting firm. ​ ​ ​ *31.1 ​ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ *31.2 ​ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ **32.1 ​ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ **32.2 ​ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 97.1 ​ Policy for the Recovery of Erroneously Awarded Compensation, filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed on April 2, 2025, and incorporated herein by reference. ​ ​ ​ 101.INS* ​ Inline XBRL Instance Document. ​ ​ ​ 101.SCH* ​ Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ 101.CAL* ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ 33 Table of Contents EXHIBIT NO. ​ ​ ​ DESCRIPTION ​ ​ ​ 101.DEF* ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. ​ ​ ​ 101.LAB* ​ Inline XBRL Taxonomy Extension Labels Linkbase Document. ​ ​ ​ 101.PRE* ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ 104* ​ Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. *** Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) because the Company has determined that the information is not material and is the type that the Company treats as private or confidential. + Management contract or compensatory plan or arrangement. ​ 34 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, and the State of Texas, on the 31 st day of March 2026. ​ ​ ​ ​ DAWSON GEOPHYSICAL COMPANY ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ William A. Clark ​ ​ ​ William A. Clark ​ ​ ​ ​ ​ ​ ​ President and Chief Executive Officer ​ Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature ​ ​ ​ Title ​ ​ ​ Date ​ ​ ​ ​ ​ /s/ Matthew Wilks Matthew Wilks ​ Chairman of the Board of Directors ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Bruce Bradley Bruce Bradley ​ Director ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Albert Conly Albert Conly ​ Director ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Jose Carlos Fernandes Jose Carlos Fernandes ​ Director ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Sergei Krylov Sergei Krylov ​ Director ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ William A. Clark William A. Clark ​ President and Chief Executive Officer (principal executive officer) ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Ian Shaw Ian Shaw ​ Chief Financial Officer (principal financial and accounting officer) ​ 03-31-2026 ​ ​ ​ ​ ​ ​ ​ 35 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ Consolidated Financial Statements of Dawson Geophysical Company ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID 49 ) ​ F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 ​ F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 ​ F-5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 ​ F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 ​ F-7 Notes to Consolidated Financial Statements ​ F-8 ​ ​ F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Dawson Geophysical Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Dawson Geophysical Company and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ ​ ​ ​ ● ​ ● ​ Revenue Recognition – Revenue Recognized Over Time Under Uncompleted Contracts ​ As described in Note 1 to the financial statements, the Company recognizes revenue for services under cancelable service contracts with customers as the services are performed, using an output method, based on receivers laid out and picked up compared to total receivers anticipated to be recorded on the survey using the total estimated revenue for the service contract. As described in Note 6 to the financial statements, the Company recognized $8.4 million of revenue for the year ended December 31, 2025, on contracts that were uncompleted as of December 31, 2025. ​ We identified the revenue recognized for the year ended December 31, 2025, under contracts that were uncomplete as of December 31, 2025, as a critical audit matter because of the significant inputs used by management in determining the amount of revenue to recognize prior to completion of all the performance obligations included in F-2 Table of Contents such contracts. Auditing management’s inputs involved an increase in audit effort due to the impact these inputs could have on the accounting estimate. ​ Our audit procedures related to revenue recognized for the year ended December 31, 2025, under contracts that were uncompleted as of December 31, 2025, included the following, among others: ​ ● We selected a sample of uncompleted contracts as of December 31, 2025, and we performed the following: ​ - We compared the number of receivers laid out and picked up to logs of such activities prepared by the personnel conducting the surveys, compared the number of total receivers anticipated to be recorded on the surveys to information in the customer contract, recomputed the percentage of completion of the contracts at December 31, 2025, and recomputed the amount of revenue recognized through December 31, 2025. ​ - We evaluated management’s estimate of the total revenues expected to be recognized upon completion of all performance obligations in the contracts by comparing to actual amounts recognized subsequent to December 31, 2025, and other information available subsequent to December 31, 2025. ​ - We sent confirmations of certain contract details to the Company’s customers, including total contract price, receivers laid out and picked up through December 31, 2025, and total receivers anticipated to be recorded upon completion of the contract. ​ ​ ​ ​ /s/ RSM US LLP We have served as the Company's auditor since 2016. Houston, Texas March 31, 2026 ​ F-3 Table of Contents DAWSON GEOPHYSICAL COMPANY CONSOLIDATED BALANCE SHEETS (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 ​ Assets ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 4,907 ​ $ 1,385 ​ Short-term investments ​ ​ 370 ​ ​ — ​ Accounts receivable, net of allowance for credit losses of $ 250 ​ ​ ​ ​ ​ ​ ​ at December 31, 2025 and 2024 ​ ​ 9,389 ​ 9,970 ​ Prepaid expenses and other current assets ​ ​ 7,169 ​ ​ 3,186 ​ Total current assets ​ 21,835 ​ 14,541 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment ​ ​ 254,017 ​ ​ 238,064 ​ Less accumulated depreciation ​ ​ ( 223,242 ) ​ ​ ( 225,085 ) ​ Property and equipment, net ​ ​ 30,775 ​ ​ 12,979 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ 3,036 ​ ​ 3,002 ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangibles, net ​ ​ 364 ​ ​ 348 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 56,010 ​ $ 30,870 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 9,578 ​ $ 3,381 ​ Accrued liabilities: ​ ​ ​ ​ ​ Payroll costs and other taxes ​ 1,474 ​ ​ 2,014 ​ Other ​ 994 ​ ​ 830 ​ Deferred revenue ​ 7,477 ​ ​ 1,570 ​ Current maturities of notes payable and finance leases ​ 6,232 ​ ​ 1,010 ​ Current maturities of operating lease liabilities ​ ​ 1,082 ​ ​ 1,125 ​ Total current liabilities ​ 26,837 ​ 9,930 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term liabilities: ​ ​ ​ ​ ​ Notes payable and finance leases, net of current maturities ​ 11,324 ​ ​ 1,512 ​ Operating lease liabilities, net of current maturities ​ ​ 2,024 ​ ​ 2,131 ​ Deferred tax liabilities, net ​ ​ 17 ​ ​ 16 ​ Total liabilities ​ 40,202 ​ 13,589 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 16) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ Preferred stock-par value $ 1.00 per share; 4,000,000 shares authorized, none outstanding ​ — ​ — ​ Common stock-par value $ 0.01 per share; 35,000,000 shares authorized, ​ ​ ​ ​ ​ ​ ​ 31,052,840 and 30,983,437 shares issued and outstanding at December 31, 2025 ​ ​ ​ ​ ​ ​ ​ and December 31, 2024, respectively ​ 311 ​ ​ 310 ​ Additional paid-in capital ​ 157,154 ​ ​ 157,073 ​ Accumulated deficit ​ ( 139,560 ) ​ ​ ( 137,619 ) ​ Accumulated other comprehensive loss, net ​ ( 2,097 ) ​ ​ ( 2,483 ) ​ Total stockholders’ equity ​ 15,808 ​ 17,281 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders’ equity ​ $ 56,010 ​ $ 30,870 ​ See accompanying notes to the consolidated financial statements. ​ F-4 Table of Contents DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (amounts in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Operating revenues: ​ ​ ​ ​ ​ ​ ​ Fee Revenue ​ $ 61,876 ​ $ 53,479 ​ Reimbursable Revenue ​ ​ 13,749 ​ ​ 20,675 ​ ​ ​ ​ 75,625 ​ ​ 74,154 ​ Operating costs: ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ Fee operating expenses ​ ​ 48,860 ​ ​ 42,346 ​ Reimbursable operating expenses ​ ​ 13,749 ​ ​ 20,675 ​ Total operating expenses ​ 62,609 ​ 63,021 ​ General and administrative ​ 9,010 ​ 9,946 ​ Depreciation and amortization ​ 5,670 ​ 5,736 ​ ​ ​ 77,289 ​ 78,703 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ ( 1,664 ) ​ ( 4,549 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 117 ​ ​ 308 ​ Interest expense ​ ( 536 ) ​ ( 159 ) ​ Other income, net ​ ​ 148 ​ ​ 288 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income tax ​ ( 1,935 ) ​ ( 4,112 ) ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ ​ ( 6 ) ​ ​ ( 7 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ( 1,941 ) ​ ​ ( 4,119 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ Net unrealized income (loss) on foreign exchange rate translation ​ ​ 386 ​ ​ ( 571 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss ​ $ ( 1,555 ) ​ $ ( 4,690 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic loss per share of common stock ​ $ ( 0.06 ) ​ $ ( 0.13 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted loss per share of common stock ​ $ ( 0.06 ) ​ $ ( 0.13 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average equivalent common shares outstanding ​ 31,016,792 ​ 30,879,855 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average equivalent common shares outstanding - assuming dilution ​ 31,016,792 ​ 30,879,855 ​ See accompanying notes to the consolidated financial statements. ​ ​ F-5 Table of Contents DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ Number ​ ​ ​ Paid-in ​ Accumulated ​ Comprehensive ​ ​ ​ ​ ​ ​ Of Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Loss ​ ​ ​ Total Balance January 1, 2024 ​ 30,812,329 ​ $ 308 ​ $ 156,678 ​ $ ( 123,640 ) ​ $ ( 1,912 ) ​ $ 31,434 ​ Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 4,119 ) ​ ​ ​ ​ ​ ( 4,119 ) ​ Unrealized loss on foreign exchange rate translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 571 ) ​ ​ ​ ​ Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Other comprehensive loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 571 ) ​ ​ ( 571 ) ​ Dividend ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 9,860 ) ​ ​ ​ ​ ​ ( 9,860 ) ​ Issuance of common stock as compensation ​ 210,510 ​ ​ 2 ​ ​ 382 ​ ​ ​ ​ ​ ​ ​ ​ 384 ​ Shares exchanged for taxes on stock-based compensation ​ ( 39,402 ) ​ ​ — ​ ​ ( 76 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 76 ) ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ 89 ​ ​ ​ ​ ​ ​ ​ ​ 89 ​ Balance December 31, 2024 ​ 30,983,437 ​ $ 310 ​ $ 157,073 ​ $ ( 137,619 ) ​ $ ( 2,483 ) ​ $ 17,281 ​ Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,941 ) ​ ​ ​ ​ ​ ( 1,941 ) ​ Unrealized income on foreign exchange rate translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 386 ​ ​ ​ ​ Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Other comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 386 ​ ​ 386 ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ 129 ​ ​ ​ ​ ​ ​ ​ ​ 129 ​ Issuance of common stock as compensation ​ 99,200 ​ ​ 1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 ​ Shares exchanged for taxes on stock-based compensation ​ ( 29,797 ) ​ ​ — ​ ​ ( 48 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 48 ) ​ Balance December 31, 2025 ​ 31,052,840 ​ $ 311 ​ $ 157,154 ​ $ ( 139,560 ) ​ $ ( 2,097 ) ​ $ 15,808 ​ See accompanying notes to the consolidated financial statements. ​ F-6 Table of Contents DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 1,941 ) ​ $ ( 4,119 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net loss to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 5,670 ​ 5,736 ​ Non-cash operating lease cost ​ ​ 925 ​ ​ 1,137 ​ Non-cash compensation ​ 130 ​ 473 ​ Deferred income tax expense ​ — ​ 1 ​ Bad debt expense ​ ​ 177 ​ ​ — ​ Gain on disposal of assets ​ ( 439 ) ​ ( 409 ) ​ Other ​ 11 ​ ( 11 ) ​ Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Decrease in accounts receivable ​ 830 ​ 2,543 ​ (Increase) decrease in prepaid expenses and other assets ​ ( 1,903 ) ​ 5,653 ​ Increase (decrease) in accounts payable ​ 6,140 ​ ​ ( 128 ) ​ Decrease in accrued liabilities ​ ​ ( 422 ) ​ ​ ( 1,244 ) ​ Decrease in operating lease liabilities ​ ​ ( 1,108 ) ​ ​ ( 1,239 ) ​ Increase (decrease) in deferred revenue ​ ​ 5,907 ​ ​ ( 10,259 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) operating activities ​ 13,977 ​ ( 1,866 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Capital expenditures, net of non-cash capital expenditures summarized below ​ ( 6,831 ) ​ ​ ( 1,865 ) ​ Proceeds from disposal of assets ​ ​ 468 ​ ​ 533 ​ Proceeds from insurance claim ​ ​ — ​ ​ 332 ​ Proceeds from maturity of short-term investments ​ ​ — ​ ​ 265 ​ Acquisition of short-term investments ​ ​ ( 370 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ​ ​ ( 6,733 ) ​ ​ ( 735 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ Principal payments on notes payable ​ ​ ( 2,666 ) ​ ​ ( 947 ) ​ Principal payments on finance leases ​ ( 934 ) ​ ​ ( 680 ) ​ Borrowings on line of credit (related party) ​ ​ 3,500 ​ ​ — ​ Repayments on line of credit (related party) ​ ​ ( 3,500 ) ​ ​ — ​ Tax withholdings related to stock based compensation awards ​ ​ ( 48 ) ​ ​ ( 76 ) ​ Other ​ ​ ( 35 ) ​ ​ — ​ Dividends paid ​ ​ — ​ ​ ( 9,860 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in financing activities ​ ( 3,683 ) ​ ( 11,563 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ​ ( 39 ) ​ ​ ( 223 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents and restricted cash ​ 3,522 ​ ( 14,387 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents and restricted cash at beginning of period ​ 1,385 ​ 15,772 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period ​ $ 4,907 ​ $ 1,385 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 429 ​ $ 159 ​ Cash paid for income taxes ​ $ 9 ​ $ 59 ​ Cash received for income taxes ​ $ 70 ​ $ 17 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash operating, investing and financing activities: ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in accrued purchases of property and equipment ​ $ — ​ $ ( 332 ) ​ Finance leases incurred ​ $ 1,116 ​ $ 1,326 ​ Increase in right-of-use assets and operating lease liabilities ​ $ 909 ​ $ 977 ​ Financed equipment purchases ​ $ 15,450 ​ $ — ​ Financed insurance premiums ​ $ 2,036 ​ $ 204 ​ See accompanying notes to the consolidated financial statements. F-7 Table of Contents ​ DAWSON GEOPHYSICAL COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Organization and Nature of Operations The Company is a leading provider of onshore seismic data acquisition and processing services. Founded in 1952, the Company acquires and processes 2-D, 3-D and multi-component seismic data for its clients, ranging from major oil and gas companies to independent oil and gas operators as well as providers of multi-client data libraries. The Company operates in the lower 48 states of the U.S. and in Canada. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Certain prior period amounts in the condensed consolidated financial statements may have been reclassified to conform to the current period’s presentation. These consolidated financial statements have been prepared using accounting principles generally accepted in the U.S. for interim financial information and the instructions to Form 10-K and applicable rules of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Dawson Operating LLC, Dawson Seismic Services Holdings, Inc., Eagle Canada, Inc., Eagle Canada Seismic Services ULC, Exploration Surveys, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. Cash Equivalents For purposes of the consolidated financial statements, the Company considers demand deposits, certificates of deposit, overnight investments, money market funds and all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. Allowance for Current Expected Credit Loss The Company’s allowance for credit losses reflects its current estimate expected to be incurred over the life of the financial instrument and is determined based on a number of factors. Management determines the need for any allowance for credit losses on accounts receivable based on its review of past-due accounts, its past experience of historical write-offs, its current client base, when customer accounts exceed 90 days past due and specific customer account reviews. While the collectability of outstanding client invoices is continually assessed, the inherent volatility of the energy industry’s business cycle can cause swift and unpredictable changes in the financial stability of the Company’s clients. With the adoption of ASU No. 2016-13 in 2020, the Company made an accounting policy election to write off accrued interest amounts by reversing interest income. The Company's allowance for credit losses was $ 250,000 at January 1, 2024, December 31, 2024, and December 31, 2025. F-8 Table of Contents The table below reflects all allowance for credit loss activity recorded during the years ending December 31, 2025, and December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ 2024 Beginning balance ​ $ ( 250 ) ​ $ ( 250 ) Additional provisions to allowance ​ ​ ( 177 ) ​ ​ — Write-offs against allowance - A/R ​ ​ 177 ​ ​ — Recoveries collected ​ ​ — ​ — Ending balance ​ $ ( 250 ) ​ $ ( 250 ) ​ Property and Equipment Property and equipment is capitalized at historical cost or the fair value of assets acquired in a business combination and is depreciated over the useful life of the asset. Management’s estimation of this useful life is based on circumstances that exist in the seismic industry and information available at the time of the purchase of the asset. As circumstances change and new information becomes available, these estimates could change. Depreciation is computed using the straight-line method. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheet, and any resulting gain or loss is reflected in the results of operations for the period. Impairment of Long-Lived Assets Long-lived assets are tested for impairment at the asset group level when events or changes in circumstances indicate the carrying value of the asset group may not be recoverable. Recognition of an impairment charge is required if future expected undiscounted net cash flows are insufficient to recover the carrying value of the asset group and the fair value of the asset group is below its carrying value. Depending upon the facts and circumstances, when indicators of asset impairment exist, management will test the asset group for impairment through developing a forecast of future undiscounted cash flows expected to be generated by the asset group or by estimating the fair value of assets within the asset group in lieu of detailed cash flow projections. If either the future undiscounted cashflows expected to be generated by the asset group or the fair of the assets within the asset group exceeds the carrying value of the asset group no impairment would be recognized. During the year ended December 31, 2024, management tested two of its asset groups for impairment through estimating the fair value of certain assets within the asset groups using a market approach or cost approach, as applicable. Because the fair value of these assets collectively exceeded the carrying value of the asset group, no impairment charges were recognized for the year ended December 31, 2024. No impairment test was required during the year ended December 31, 2025. Leases The Company leases certain vehicles, seismic recording equipment, real property and office equipment under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating lease or a finance lease for financial reporting purposes. The Company is the lessee in a lease contract when we obtain the right to control the asset. The majority of our operating leases are non-cancelable operating leases for office, shop and warehouse space in Midland and Plano, Texas, and Calgary and Wheatland County, Alberta. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair market value of the related assets. Assets under finance leases are amortized using the straight-line method over the initial lease term. Amortization of assets under finance leases is included in depreciation expense. For operating leases, where readily determinable, the Company uses the implicit interest rate in determining the present value of future minimum lease payments. In the absence of an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The Company gives consideration to its outstanding debt, as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. The ROU assets are amortized to operating lease cost over the lease terms on a straight-line F-9 Table of Contents basis and is included in operating expense. The Company does not recognize leases with an initial term of 12 months or less and does not separate lease and non-lease components. Several of the Company’s leases include options to renew, with renewal terms that can extend from one to 10 years or more. The exercise of lease renewal options is primarily at the Company’s discretion. To measure operating lease recognition, the Company evaluates its lease agreements to determine if they have economic incentives for renewal or options to purchase. The Company deems leasehold improvements as one of the few economic incentives that would entice the Company to renew a lease and all of its leasehold improvements are currently fully amortized. Intangibles The Company has intangible assets consisting primarily of trademarks/tradenames (which are not amortized) resulting from a business combination. The Company tests for impairment on an annual basis during the fourth quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. No impairment charges were recognized for the years ended December 31, 2025 and 2024. Revenue Recognition Services are provided under cancelable service contracts which usually have an original expected duration of one year or less. These contracts are either turnkey or term agreements. Under both types of agreements, the Company recognizes revenues as the services are performed. Revenue is generally recognized based on receivers laid out and picked up compared to total receivers anticipated to be recorded on the survey using the total estimated revenue for the service contract. In the case of a cancelled service contract, the client is billed and revenue is recognized for any third party charges and square miles of data recorded up to the date of cancellation. The Company receives reimbursements for certain out-of-pocket expenses under the terms of the service contracts. The amounts billed to clients are included at their gross amount in the total estimated revenue for the service contract. Clients are billed as permitted by the service contract. Contract assets and contract liabilities are the result of timing differences between revenue recognition, billings and cash collections. If billing occurs prior to the revenue recognition or billing exceeds the revenue recognized, the amount is considered deferred revenue and a contract liability. Conversely, if the revenue recognition exceeds the billing, the excess is considered an unbilled receivable and a contract asset. As services are performed, those deferred revenue amounts are recognized as revenue. In some instances, third-party permitting, surveying, drilling, helicopter, equipment rental and mobilization costs that directly relate to the contract are utilized to fulfill the contract obligations. These fulfillment costs are capitalized in other current assets and generally amortized based on receivers laid out and picked up compared to total receivers anticipated to be recorded on the survey using the total estimated fulfillment costs for the service contract. Estimates for total revenue and total fulfillment cost on any service contract are based on certain qualitative and quantitative judgments supported by underlying facts. Management considers a variety of factors such as whether various components of the performance obligation will be performed internally or externally, cost of third party services, and facts and circumstances unique to the performance obligation in making these estimates. Additionally, the Company’s policy includes (i) ignoring the financing component when estimating the transaction price for service contracts completed within one year , (ii) excluding sales tax collected from the customer when determining the transaction price, and (iii) expensing incremental costs to obtain a customer contract if the amortization period for those costs would otherwise be one year or less. See note 15 for additional disclosures related to disaggregated revenue. Segments Tony Clark, Chief Executive Officer, is our current chief operating decision maker. Our chief operating decision maker reviews the discrete segment financial information on a geographic basis for the US operations and Canada Operations. The revenue for both of the Company’s segments is generated by the same services, which utilize the same F-10 Table of Contents type of equipment and personnel. The performance of our segments is evaluated primarily on Adjusted EBITDA. We define Adjusted EBITDA as our net income (loss), before (i) interest expense, net, (ii) income tax expense or benefit, (iii) depreciation and amortization and (iv) non-recurring and other charges, such as strategic transaction costs or severance expenses. As a result, our business has two reportable segments, US operations and Canada Operations. We have included disclosures about our two reportable segments for all periods presented herein. See Note 15 for additional disclosures related to our reportable segments. Stock-Based Compensation The Company measures all stock-based compensation awards, which include stock options, restricted stock, restricted stock units and common stock awards, using the fair value method and recognizes compensation expense, net of actual forfeitures, as operating or general and administrative expense, as appropriate, in the Consolidated Statements of Operations and Comprehensive Loss on a straight-line basis over the vesting period of the related awards. Foreign Currency Translation The U.S. Dollar is the reporting currency for all periods presented. The functional currency of the Company’s foreign subsidiaries is generally the local currency. Any transactions denominated in a currency other than the functional currency are remeasured with the resulting unrealized gain or loss recognized in the Consolidated Statements of Operations and Comprehensive Loss as other income (expense). All assets and liabilities in the functional currency are then translated into U.S. Dollars at the exchange rate on the consolidated balance sheet date. Income and expenses are translated using the exchange rate applicable to each transaction. Equity transactions are translated using historical exchange rates. Adjustments resulting from translation are recorded as a separate component of accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. Realized foreign currency transaction gains (losses) are included in the Consolidated Statements of Operations and Comprehensive Loss as other income (expense). Income Taxes The Company accounts for income taxes by recognizing amounts of taxes payable or refundable for the current year, and by using an asset and liability approach in recognizing the amount of deferred tax assets and liabilities for the future tax consequences of events that have been recognized in its financial statements or tax returns. The Company determines deferred taxes by identifying the types and amounts of existing temporary differences, measuring the total deferred tax asset or liability using the applicable tax rate in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates of deferred tax assets and liabilities is recognized in income in the year of an enacted rate change. The deferred tax asset is reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company’s methodology for recording income taxes requires judgment regarding assumptions and the use of estimates, including determining our annual effective tax rate and the valuation of deferred tax assets, which can create a variance between actual results and estimates and could have a material impact on its provision or benefit for income taxes. Due to recent operating losses and valuation allowances, the Company may recognize reduced or no tax benefits on future losses on the Consolidated Statements of Operations and Comprehensive Loss. The Company’s effective tax rates differ from the statutory federal rate of 21 % for certain items such as state and local taxes, valuation allowances, and non-deductible expenses. The tax years that are open to examination for the U.S. are for years after 2021, for Canada and Texas it is years after 2020. Use of Estimates in the Preparation of Financial Statements Preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of certain assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most sensitive estimates involve the Company’s estimates of the valuation allowance recorded against deferred tax assets, which include consideration of historical and forecasted operating results, and in the case of an indication of impairment of long-lived assets, the estimated fair value of asset groups for which impairment is indicated. Because of the use of assumptions and estimates inherent in the reporting process, actual results could differ from those estimates. ​ F-11 Table of Contents Risks and uncertainties Our ability to be profitable in the future will depend on many factors beyond our control, but primarily on the level of demand for land-based seismic data acquisition services by oil and natural gas exploration and development companies. We incurred net losses of $ 1.9 million for the year ended December 31, 2025, and $ 4.1 million for the year ended December 31, 2024. As of December 31, 2025, we had $ 4.9 million in cash, and a negative working capital balance of $ 5.0 million. We believe that our cash flows from operations, and our current financial position are adequate to fund our obligations and continued operations. Subsequent events Management has considered subsequent events after December 31, 2025 and through the date on which these financial statements were issued. Significant subsequent events have been reflected within Note 3. 2. Short-Term Investments The Company had short-term investments at December 31, 2025, of $ 370,000 consisting of certificates of deposit with original maturities greater than three months but less than a year . These certificates of deposit are pledged as collateral under an outstanding letter of credit. See Note 7 for more information regarding the Company’s debt. The Company had no short-term investments at December 31, 2024. 3. Equipment Purchase Agreement In August 2025, Dawson Operating LLC (“Dawson Operating”), a wholly-owned subsidiary of Dawson Geophysical Company, entered into an equipment purchase agreement with GTC, Inc. (“GTC”), a wholly-owned subsidiary of Geospace Technologies Corporation (“Geospace”), pursuant to which, among other things, Dawson Operating agreed to acquire new single point node channels from GTC for an aggregate purchase price of approximately $ 24.2 million (the “Equipment Purchase Agreement”) subject to the terms and conditions thereof. The Company paid cash of approximately $ 4.8 million upon execution of the Equipment Purchase Agreement, agreed to pay approximately $ 1.2 million in cash upon final delivery, and agreed to finance approximately $ 18.2 million through separate promissory notes to be issued in connection with each delivery of equipment (each, a “Geospace Note” and collectively, the “Geospace Notes”). Each Geospace Note is payable by Dawson Geophysical Company and Dawson Operating, jointly and severally, to GTC. The Geospace Notes will each have a term of 36 months , bear a fixed interest rate of 8.75 % annually and may be prepaid in whole or in part at any time without penalty. As of December 31, 2025, we have taken delivery of $ 20.9 million of equipment and issued five Geospace Notes with an aggregate principal of approximately $ 15.5 million. In January of 2026, the Company received the sixth and final delivery of equipment and executed the sixth and final promissory note for approximately $ 2.7 million. 4. Fair Value of Financial Instruments At December 31, 2025 and 2024, the Company’s financial instruments included cash and cash equivalents, short-term investments in certificates of deposit, accounts receivable, other current assets, accounts payable, other current liabilities, notes payable, finance leases and operating lease liabilities. Due to the short-term maturities of cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities, the carrying amounts approximate fair value at the respective balance sheet dates. The carrying value of the notes payable, finance leases and operating lease liabilities approximate their fair value based on a comparison with the prevailing market interest rates. Due to the short-term maturities of the Company’s investments in certificates of deposit, the carrying amounts approximate fair value at December 31, 2025. The fair values of the Company’s notes payable, finance leases, operating lease liabilities and investments in certificates of deposit are level 2 measurements in the fair value hierarchy. ​ ​ F-12 Table of Contents 5. Property and Equipment Property and equipment, together with the related estimated useful lives at December 31, 2025 and 2024, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ Useful Lives Land ​ $ 501 ​ $ 501 ​ - Buildings and other ​ ​ 10,890 ​ ​ 10,064 ​ ​ 3 to 40 years Recording equipment ​ 156,372 ​ 140,307 ​ 5 to 10 years Vibrator energy sources ​ 65,298 ​ 64,997 ​ 5 to 15 years Vehicles ​ 20,956 ​ 22,195 ​ 1.5 to 10 years ​ ​ 254,017 ​ 238,064 ​ ​ ​ Less accumulated depreciation ​ ( 223,242 ) ​ ( 225,085 ) ​ ​ ​ Property and equipment, net ​ $ 30,775 ​ $ 12,979 ​ ​ ​ ​ 6. Supplemental Consolidated Financial Statement Information Other Current Assets and Other Current Liabilities Prepaid expenses and other current assets consist of the following at December 31, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Prepaid expenses ​ $ 2,440 ​ $ 1,770 Other assets ​ ​ 893 ​ ​ 1,025 Contract assets ​ 3,836 ​ 391 Other current assets ​ $ 7,169 ​ $ 3,186 ​ Other current liabilities consisted of the following at December 31, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Accrued Payables ​ $ 725 ​ $ 607 Accrued self-insurance reserves ​ ​ 145 ​ ​ 176 Other accrued expenses and current liabilities ​ 124 ​ 47 Other current liabilities ​ $ 994 ​ $ 830 ​ F-13 Table of Contents Related Party Transactions For the year ending December 31, 2025, the Company incurred related party expenses of $ 217,000 related to hauling charges. During the year ended December 31, 2025, the Company maintained a revolving credit note with a related party finance company, further discussed in Note 7. These transactions occurred with various commonly controlled companies of Wilks Brothers, LLC, the holder of approximately 80 % of the Company’s outstanding stock. As of December 31, 2025, the Company had approximately $ 32,000 of outstanding related party accounts payable. For the year ending December 31, 2024, the Company incurred related party expenses of $ 187,000 related to hauling charges, $ 9,000 related to entertainment expenses and $ 6,000 related to the merger expenses paid to various commonly controlled companies of Wilks Brothers, LLC, For the year ended December 31, 2024, the Company recorded approximately $ 30,000 of related party revenue from a commonly controlled company of Wilks Brothers, LLC. As of December 31, 2024, the Company had approximately $ 26,000 of outstanding related party accounts payable and no outstanding related party accounts receivable. Deferred Costs and unbilled receivables Following is a summary of balances of and changes in contract assets, which include unbilled receivables and deferred costs (in thousands): ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ Beginning Balance $ 391 ​ $ 4,318 Billings and costs recognized in the current year that were included in the beginning balance ​ ( 391 ) ​ ​ ( 4,318 ) Unbilled receivables and deferred costs incurred related to uncompleted contracts at year end ​ 3,836 ​ ​ 391 Ending Balance $ 3,836 ​ $ 391 ​ The amount of total deferred costs amortized for the years ended December 31, 2025 and 2024, was $ 15.8 million and $ 24.9 million, respectively. There were no material impairment losses incurred during these periods. Deferred Revenue Following is a summary of balances of and changes in deferred revenue (in thousands): ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ Beginning Balance $ 1,570 ​ $ 11,829 Revenue recognized in the current year that was included in the beginning balance ​ ( 1,570 ) ​ ​ ( 11,829 ) Current period unearned revenue related to uncompleted contracts at year end ​ 7,477 ​ ​ 1,570 Ending Balance $ 7,477 ​ $ 1,570 ​ ​ As work is performed, revenue is recognized and the corresponding liability balance of deferred revenue is reduced. During the years ended December 31, 2025 and 2024, the Company recognized revenue of $ 8.4 million and $ 7.6 million, respectively, related to uncompleted contracts at December 31, 2025 and 2024, respectively. F-14 Table of Contents Accounts Receivable Following is a summary of balances of accounts receivable (in thousands): ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ Beginning Balance $ 9,970 ​ $ 12,735 Ending Balance $ 9,389 ​ $ 9,970 ​ ​ ​ 7 . Debt Equify Revolving Credit Note (related party) On October 31, 2025, Dawson Geophysical Company (the “Company”) and Dawson Operating LLC, a Texas limited liability company and a wholly owned subsidiary of the Company (“Dawson Operating” and together with the Company, the “Borrowers”), entered into a Revolving Credit Note (the “Revolving Credit Note”) in favor of Equify Financial, as lender (the “Lender”). Dan Wilks and Farris Wilks, together with certain of their affiliates, collectively hold a controlling interest in the Company and in Equify. 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. During the year ended December 31, 2025, the Company borrowed and repaid approximately $ 3.5 million on this revolving credit note. As of December 31, 2025 the Company accrued interest of $ 40,000 associated with this borrowing. As of December 31, 2025 the amount available to draw on this revolving credit note was approximately $ 4.9 million, and there were no amounts outstanding. 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 Equify, dated as of October 31, 2025. Letters of Credit As of December 31, 2025, the Company had one letter of credit in the amount of $ 370,000 to support insurance policies for the Company. The letter of credit is secured by a certificate of deposit with First Financial Bank. Other Indebtedness As of December 31, 2025 the Company has five Geospace notes payable related to equipment purchases discussed in Note 3, totaling $ 14.7 million. As of December 31, 2025, the Company has two notes payable to finance companies for various insurance premiums totaling $ 258,000 . In addition, the Company leases certain seismic recording equipment and vehicles under leases classified as finance leases. The Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024 include finance lease liabilities of $ 2.6 million and $ 2.4 million, respectively. The company did no t have any restricted cash during the year ended December 31, 2025. During the year ended December 31, 2024 the Company had a restricted cash deposit of $ 5 million that was released on May 2, 2024. F-15 Table of Contents Maturities of Debt The Company’s aggregate principal amount of outstanding notes payable and the interest rates and monthly payments as of December 31, 2025 and 2024 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ Geospace Notes payable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aggregate principal amount outstanding ​ ​ 14,731 ​ ​ — ​ Interest rate ​ ​ 8.75 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 Notes payable to finance company for insurance ​ ​ ​ ​ ​ ​ Aggregate principal amount outstanding ​ $ 258 ​ $ 168 Interest rates range from 6.35 % to 9.47 % ​ ​ ​ ​ ​ ​ ​ The Company’s aggregate maturities of notes payable at December 31, 2025 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ January 2026 - December 2026 ​ $ 5,137 ​ ​ ​ January 2027 - December 2027 ​ ​ 5,219 ​ ​ ​ January 2028 - December 2028 ​ ​ 4,633 ​ ​ ​ Obligations under notes payable ​ $ 14,989 ​ ​ ​ ​ The Company’s aggregate maturities of finance leases at December 31, 2025 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ January 2026 - December 2026 ​ $ 1,095 ​ ​ ​ January 2027 - December 2027 ​ ​ 877 ​ ​ ​ January 2028 - December 2028 ​ ​ 440 ​ ​ ​ January 2029 - December 2029 ​ ​ 150 ​ ​ ​ January 2030 - December 2030 ​ ​ 5 ​ ​ ​ Obligations under finance leases ​ $ 2,567 ​ ​ ​ ​ Interest rates on these leases ranged from 4.86 % to 8.74 %. 8. Leases The Company leases certain vehicles, seismic recording equipment, real property and office equipment under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating lease or finance lease for financial reporting purposes. The Company is the lessee in a lease contract when we obtain the right to control the asset. The majority of our operating leases are non-cancelable operating leases for office, shop and warehouse space in Midland and Plano, Texas and Calgary and Wheatland County, Alberta. F-16 Table of Contents The components of lease cost for the years ended December 31, 2025 and 2024 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Finance lease cost ​ ​ ​ ​ ​ ​ Depreciation of finance lease assets ​ $ 1,955 ​ $ 833 Interest on lease liabilities ​ ​ 355 ​ ​ 137 Total finance lease cost ​ ​ 2,310 ​ ​ 970 ​ ​ ​ ​ ​ ​ ​ Operating lease cost ​ ​ 856 ​ ​ 991 ​ ​ ​ ​ ​ ​ ​ Short-term lease cost ​ ​ — ​ ​ — Total lease cost ​ $ 3,166 ​ $ 1,961 Supplemental cash flow information related to leases for the years ended December 31, 2025 and 2024 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash paid for amounts included in the measurement of lease liabilities ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ ( 1,228 ) ​ $ ( 1,359 ) Operating cash flows from finance leases ​ $ ( 355 ) ​ $ ( 137 ) Financing cash flows from finance leases ​ $ ( 934 ) ​ $ ( 680 ) Right-of-use assets obtained in exchange for lease obligations ​ ​ ​ ​ ​ Operating leases ​ $ 909 ​ $ 977 Finance leases ​ $ 1,116 ​ $ 1,326 Supplemental balance sheet information related to leases as of December 31, 2025 and 2024 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Operating leases ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ $ 3,036 ​ $ 3,002 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities - current ​ $ 1,082 ​ $ 1,125 Operating lease liabilities - long-term ​ ​ 2,024 ​ ​ 2,131 Total operating lease liabilities ​ $ 3,106 ​ $ 3,256 ​ ​ ​ ​ ​ ​ ​ Finance leases ​ ​ ​ ​ ​ ​ Property and equipment, at cost ​ $ 13,121 ​ $ 12,005 Accumulated depreciation ​ ​ ( 10,285 ) ​ ​ ( 9,044 ) Property and equipment, net ​ $ 2,836 ​ $ 2,961 ​ ​ ​ ​ ​ ​ ​ Finance lease liabilities - current ​ $ 1,095 ​ $ 842 Finance lease liabilities - long-term ​ ​ 1,472 ​ ​ 1,512 Total finance lease liabilities ​ $ 2,567 ​ $ 2,354 ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 3.9 years ​ ​ 3.1 years Finance leases ​ ​ 2.3 years ​ ​ 2.7 years ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 5.97 % ​ ​ 5.27 % Finance leases ​ ​ 6.09 % ​ ​ 6.44 % ​ F-17 Table of Contents Maturities of lease liabilities at December 31, 2025 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ Finance Leases January 2026 - December 2026 ​ $ 1,238 ​ $ 1,223 January 2027 - December 2027 ​ ​ 836 ​ ​ 942 January 2028 - December 2028 ​ ​ 650 ​ ​ 465 January 2029 - December 2029 ​ ​ 619 ​ ​ 155 January 2030 - December 2030 ​ ​ 103 ​ ​ 5 Thereafter ​ ​ — ​ ​ — Total payments under lease agreements ​ ​ 3,446 ​ ​ 2,790 ​ ​ ​ ​ ​ ​ ​ Less imputed interest ​ ​ ( 340 ) ​ ​ ( 223 ) ​ ​ ​ ​ ​ ​ ​ Total lease liabilities ​ $ 3,106 ​ $ 2,567 ​ ​ ​ ​ ​ 9. 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, 2025, there were approximately 773,976 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, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2025 ​ 2024 ​ Restricted stock unit awards ​ $ 110 ​ $ 89 ​ Common stock awards ​ ​ 20 ​ ​ 384 ​ Total compensation expense ​ $ 130 ​ $ 473 ​ ​ F-18 Table of Contents Stock Options There was no stock option activity during the years ended December 31, 2025 and 2024. There were no outstanding stock options as of December 31, 2025 or 2024. Restricted Stock Awards There was no restricted stock award activity during the years ended December 31, 2025 and 2024. Restricted Stock Unit Awards A summary of the status of the Company’s nonvested restricted stock unit awards as of December 31, 2025 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, 2024 ​ ​ 92,500 ​ $ 1.94 ​ Granted ​ 250,000 ​ $ 2.24 ​ Vested ​ ( 87,100 ) ​ $ 1.94 ​ Cash Settlement ​ ​ — ​ ​ — ​ Forfeited ​ ​ ( 5,400 ) ​ $ 1.94 ​ Nonvested as of December 31, 2025 ​ ​ 250,000 ​ $ 2.24 ​ ​ The Company granted 250,000 restricted stock unit awards during the year ended December 31, 2025 with a weighted average grant date fair value of $ 2.24 . The Company granted 96,700 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 in one year , or in annual increments over three years . As of December 31, 2025, there were approximately $ 528,000 of unrecognized compensation costs related to nonvested restricted stock unit awards. These costs are expected to be recognized over a weighted average period of 2.82 years. Common Stock Awards The Company granted no common stock awards to outside directors during the year ended December 31, 2025. 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. ​ 10. Employee Benefit Plans The Company provides a 401(k) plan as part of its employee benefits package in order to retain quality personnel. The Company elected to match 100 % of the employee contributions up to a maximum of 6 % of the participant’s applicable compensation under its 401(k) plan for the years ended December 31, 2025 and 2024. The Company’s matching contributions under its 401(k) plan for the years ended December 31, 2025 and 2024 were approximately $ 584,000 and $ 568,000 , respectively. 11. Advertising Costs Advertising costs are charged to expense as incurred. Advertising costs for the years ended December 31, 2025 and 2024 totaled $ 61,000 and $ 40,000 , respectively. F-19 Table of Contents 12. Income Taxes Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures , as described in Note 17, Recently Issued Accounting Policies, cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Federal ​ $ ( 70 ) ​ $ — ​ State: ​ ​ ​ ​ ​ Texas ​ 9 ​ 42 ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ ​ ​ ​ ​ ​ ​ Canada ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash (received) paid for income taxes, net of refunds ​ $ ( 61 ) ​ $ 42 ​ ​ The Company’s components of (loss) income before income tax, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Domestic ​ $ ( 4,076 ) ​ $ ( 4,900 ) ​ Foreign ​ ​ 2,141 ​ ​ 788 ​ Loss before income tax ​ $ ( 1,935 ) ​ $ ( 4,112 ) ​ ​ The Company’s components of income tax benefit (expense) were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Current federal benefit ​ $ — ​ $ — ​ Current state expense ​ ( 6 ) ​ ( 6 ) ​ Deferred federal (expense) benefit ​ ( 14 ) ​ 5 ​ Deferred state benefit (expense) ​ ​ 14 ​ ​ ( 6 ) ​ Income tax expense ​ $ ( 6 ) ​ $ ( 7 ) ​ ​ F-20 Table of Contents The income tax provision differs from the amount computed by applying the statutory federal income tax rate to loss before income tax as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ 2024 ​ ​ U.S Federal statutory tax rate ​ $ 406 ​ 21 % ​ $ 864 ​ 21.0 % ​ State Income Tax Expense, net of federal benefit including change in Valuation Allowance (a) ​ ( 93 ) ​ ( 5 )% ​ ( 323 ) ​ ( 8.0 )% ​ Change in Valuation Allowance (b) ​ ​ ( 309 ) ​ ( 16 )% ​ ​ ( 443 ) ​ ( 11.0 )% ​ True Up ​ ​ 49 ​ 3 % ​ ​ ( 11 ) ​ 0.0% ​ Nontaxable or nondeductible items ​ ​ ​ ​ ​ ​ ​ ​ ​ Meals and Entertainment ​ ​ ( 56 ) ​ ( 3 )% ​ ​ ( 88 ) ​ ( 2.0 )% ​ Other ​ ( 3 ) ​ 0% ​ ( 6 ) ​ 0.0% ​ Income tax expense ​ $ ( 6 ) ​ 0 % ​ $ ( 7 ) ​ 0 % ​ (a) State tax in New Mexico and Texas made up the majority (greater than 50% ) of the tax effect in this category. (b) Valuation allowance is inclusive of Canadian operations, which is classified as a foreign disregarded entity for U.S. federal tax purposes. The principal components of the Company’s net deferred tax assets (liabilities) (in thousands) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets: ​ ​ ​ ​ ​ ​ Federal tax net operating loss ("NOL") carryforward ​ $ 16,636 ​ $ 16,596 Foreign tax NOL carryforward ​ 5,892 ​ 6,342 State tax NOL carryforward ​ ​ 2,999 ​ ​ 2,630 Intangible Assets - Breckenridge ​ ​ 938 ​ ​ 935 Accrued severance ​ — ​ 250 Other comprehensive income ​ ​ 505 ​ ​ 583 Foreign deferred taxes ​ ​ 262 ​ ​ 262 Property and equipment ​ 333 ​ — Other ​ ​ 173 ​ ​ 294 Gross deferred tax assets ​ ​ 27,738 ​ ​ 27,892 Less valuation allowances ​ ( 27,703 ) ​ ( 27,527 ) Net deferred tax assets ​ ​ 35 ​ ​ 365 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Right-of-use assets ​ ( 52 ) ​ — Property and equipment ​ — ​ ( 381 ) Net deferred tax liabilities ​ $ ( 17 ) ​ $ ( 16 ) ​ ​ ​ ​ ​ ​ ​ Domestic deferred tax liabilities ​ $ ( 17 ) ​ $ ( 16 ) Foreign deferred tax liabilities ​ ​ — ​ ​ — Net deferred tax liabilities ​ $ ( 17 ) ​ $ ( 16 ) ​ At December 31, 2025, the Company had a gross NOL for U.S. federal income tax purposes of approximately $ 174 million but expects approximately $ 94.8 million to expire unused with the remaining NOL beginning to expire in 2027. Losses incurred after the year ended December 31, 2017 have no expiration. The Company will carry forward the tax benefits related to federal net NOL of approximately $ 16.6 million. The Company also had state net NOLs that will affect state taxes of approximately $ 3.8 million at December 31, 2025. State NOLs began to expire in 2015 and continue to expire each year. The Company also had a Canadian gross NOL of $ 22.7 million that will begin to expire in 2037. In evaluating the possible sources of taxable income during 2025 and 2024, the Company determined it is more likely than not that the remaining deferred tax assets will not be realizable. As a result, the Company recorded and maintained a full valuation allowance against foreign deferred tax assets and its federal and state deferred tax assets with F-21 Table of Contents the exception of its trademark intangible. The change in valuation allowance amounted to $ 0.4 million and $ 1.1 million for the years ended December 31, 2025 and 2024, respectively, including amounts recorded as a component of other comprehensive income or loss. At December 31, 2025 and 2024, the Company did no t have any uncertain tax positions. The Company’s policy is to recognize interest and penalties related to an uncertain tax position in income tax expense. The Company did no t have any material income tax interest or penalties for the years ended December 31, 2025 and 2024. ​ ​ 13. Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted average shares outstanding. Diluted loss per share is computed by dividing the net loss by the weighted average diluted shares outstanding. The computation of basic and diluted loss per share was as follows (in thousands, except share and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net loss ​ $ ( 1,941 ) ​ $ ( 4,119 ) ​ Weighted average common shares outstanding ​ ​ ​ ​ ​ ​ ​ Basic ​ 31,016,792 ​ 30,879,855 ​ Dilutive common stock options, restricted stock unit awards and restricted stock awards ​ ​ — ​ ​ — ​ Diluted ​ ​ 31,016,792 ​ ​ 30,879,855 ​ Basic loss per share of common stock ​ $ ( 0.06 ) ​ $ ( 0.13 ) ​ Diluted loss per share of common stock ​ $ ( 0.06 ) ​ $ ( 0.13 ) ​ ​ The Company had a net loss in the years ended December 31, 2025 and 2024. As a result, all stock options, restricted stock unit awards, and restricted stock awards were anti-dilutive and excluded from weighted average shares used in determining the diluted loss per share of common stock for the respective periods. The following weighted average potentially dilutive securities have been from the calculation of diluted loss per share of common stock, as their effect would be anti-dilutive for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ Restricted stock units ​ ​ ​ 88,529 ​ ​ 47,849 ​ Total ​ ​ ​ 88,529 ​ ​ 47,849 ​ ​ 14. Major Clients The Company has two operating segments, U.S and Canada, all of the clients whose revenue exceeded 10% of total revenue during the years ended December 31, 2025 and 2024, were U.S. segment clients. Sales to these clients, as a percentage of operating revenues that exceeded 10%, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2025 ​ ​ 2024 A ​ ​ 51 % ​ ​ 29 % B ​ ​ — ​ ​ 14 % ​ ​ 15. Segments The U.S. and Canada are the only operating segments for the Company. F-22 Table of Contents The CODM manages and assesses the performance of the reportable segments by their adjusted EBITDA. The Company defines adjusted EBITDA as our net income (loss), before (i) interest expense, net, (ii) income tax expense or benefit, (iii) depreciation and amortization and (iv) non-recurring and other charges, such as strategic transaction costs or severance expenses. The CODM reviews the adjusted EBITDA of the Company’s reportable segments, which drives the evaluation of the performance of the Company’s reportable segments and allocation of resources to those segments. The significant expense categories reviewed by the CODM are those presented on the face of the consolidated statement of operations. Beginning in the year ended December 31, 2024, a portion of the management charges incurred by the U.S. segment were allocated to the Canadian segment based upon an activity level determined to be appropriate by management. These charges totaled approximately $ 0.3 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively. Disclosures of net property and equipment, capital expenditures and right-of-use assets are excluded because such information is not regularly reviewed by the CODM in making resource allocation decisions. The following tables present the Company’s income statements by operating segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 ​ ​ USA Operations ​ Canada Operations ​ Consolidated Operating revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ Fee revenue ​ $ 46,350 ​ $ 15,526 ​ $ 61,876 Reimbursable revenue ​ ​ 13,484 ​ ​ 265 ​ ​ 13,749 ​ ​ ​ 59,834 ​ ​ 15,791 ​ ​ 75,625 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fee operating expenses ​ ​ 37,748 ​ ​ 11,112 ​ ​ 48,860 Reimbursable operating expenses ​ ​ 13,484 ​ ​ 265 ​ ​ 13,749 Operating expenses ​ ​ 51,232 ​ ​ 11,377 ​ ​ 62,609 General and administrative ​ ​ 7,565 ​ ​ 1,445 ​ ​ 9,010 Depreciation and amortization ​ ​ 4,859 ​ ​ 811 ​ ​ 5,670 ​ ​ ​ 63,656 ​ ​ 13,633 ​ ​ 77,289 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ​ ​ ( 3,822 ) ​ ​ 2,158 ​ ​ ( 1,664 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 92 ​ ​ 25 ​ ​ 117 Interest expense ​ ​ ( 487 ) ​ ​ ( 49 ) ​ ​ ( 536 ) Other income (expense), net ​ ​ 141 ​ ​ 7 ​ ​ 148 Income (loss) before income tax ​ ​ ( 4,076 ) ​ ​ 2,141 ​ ​ ( 1,935 ) Current ​ ​ ( 6 ) ​ ​ — ​ ​ ( 6 ) Deferred ​ ​ — ​ ​ — ​ ​ — Income tax expense ​ ​ ( 6 ) ​ ​ — ​ ​ ( 6 ) Net income (loss) ​ $ ( 4,082 ) ​ $ 2,141 ​ $ ( 1,941 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ $ 1,706 ​ $ 2,976 ​ $ 4,682 ​ F-23 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ USA Operations ​ Canada Operations ​ Consolidated Operating revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ Fee revenue ​ $ 40,748 ​ $ 12,731 ​ $ 53,479 Reimbursable revenue ​ ​ 20,481 ​ ​ 194 ​ ​ 20,675 ​ ​ ​ 61,229 ​ ​ 12,925 ​ ​ 74,154 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fee operating expenses ​ ​ 32,797 ​ ​ 9,549 ​ ​ 42,346 Reimbursable operating expenses ​ ​ 20,481 ​ ​ 194 ​ ​ 20,675 Operating expenses ​ ​ 53,278 ​ ​ 9,743 ​ ​ 63,021 General and administrative ​ ​ 8,542 ​ ​ 1,404 ​ ​ 9,946 Depreciation and amortization ​ ​ 4,752 ​ ​ 984 ​ ​ 5,736 ​ ​ ​ 66,572 ​ ​ 12,131 ​ ​ 78,703 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from operations ​ ​ ( 5,343 ) ​ ​ 794 ​ ​ ( 4,549 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 260 ​ ​ 48 ​ ​ 308 Interest expense ​ ​ ( 114 ) ​ ​ ( 45 ) ​ ​ ( 159 ) Other income (expense), net ​ ​ 297 ​ ​ ( 9 ) ​ ​ 288 (Loss) income before income tax ​ ​ ( 4,900 ) ​ ​ 788 ​ ​ ( 4,112 ) Income tax benefit (expense) ​ ​ ( 7 ) ​ ​ — ​ ​ ( 7 ) Net (loss) income ​ $ ( 4,907 ) ​ $ 788 ​ $ ( 4,119 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ $ 192 ​ $ 1,769 ​ $ 1,961 ​ The reconciliation of the Company’s Adjusted EBITDA to its net (loss) income, which is the most directly comparable GAAP financial measure, is provided in the following table (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2025 US ​ 2025 CA ​ 2025 Consol. ​ 2024 US ​ 2024 CA ​ 2024 Consol. Net (loss) income $ ( 4,082 ) ​ $ 2,141 ​ $ ( 1,941 ) ​ $ ( 4,907 ) ​ $ 788 ​ $ ( 4,119 ) Depreciation and amortization ​ 4,859 ​ ​ 811 ​ ​ 5,670 ​ ​ 4,752 ​ ​ 984 ​ ​ 5,736 Interest expense (income), net ​ 395 ​ ​ 24 ​ ​ 419 ​ ​ ( 146 ) ​ ​ ( 3 ) ​ ​ ( 149 ) Income tax expense ​ 6 ​ ​ — ​ ​ 6 ​ ​ 7 ​ ​ — ​ ​ 7 EBITDA ​ 1,178 ​ ​ 2,976 ​ ​ 4,154 ​ ​ ( 294 ) ​ ​ 1,769 ​ ​ 1,475 Strategic transaction costs ​ 528 ​ ​ — ​ ​ 528 ​ ​ — ​ ​ — ​ ​ — Severance expense ​ — ​ ​ — ​ ​ — ​ ​ 486 ​ ​ — ​ ​ 486 Adjusted EBITDA $ 1,706 ​ $ 2,976 ​ $ 4,682 ​ $ 192 ​ $ 1,769 ​ $ 1,961 ​ The following table presents the Company’s total assets by operating segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ 2024 Total Assets ​ ​ ​ ​ ​ ​ United States ​ $ 48,577 ​ $ 21,257 Canada ​ ​ 7,433 ​ ​ 9,613 Total Assets ​ $ 56,010 ​ $ 30,870 ​ 16. Commitments and Contingencies From time to time, the Company is a party to various legal proceedings arising in the ordinary course of business. Although the Company cannot predict the outcomes of any such legal proceedings, management believes that the resolution of pending legal actions will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity, as the Company believes it is adequately indemnified and insured. Additionally, the Company experiences contractual disputes with its clients from time to time regarding the payment of invoices or other matters. While the Company seeks to minimize these disputes and maintain good relations with its clients, the Company has experienced in the past, and may experience in the future, disputes that could affect its revenues and results of operations in any period. F-24 Table of Contents 17. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) . ASU 2023-09 seeks to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The updated guidance is effective for the Company on January 1, 2025. The Company adopted this ASU 2023-09 for the fiscal year ended December 31, 2025, as required under this standard. See footnote 12. In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, ASU 2024-03 enhances the disclosures required for certain expense captions in the Company's annual and interim consolidated financial statements. This ASU is effective prospectively or retrospectively for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . This ASU introduces a practical expedient to simplify the application of Topic 326, Financial Instruments - Credit Losses, to current accounts receivable and current contract assets arising from revenue transactions accounted for under topic 606, Revenue from Contracts with Customers. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of this standard on its disclosures. ​ 18. Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk at any given time may consist of cash and cash equivalents, restricted cash, money market funds and overnight investment accounts, short-term investments in certificates of deposit, trade and other receivables and other current assets. At December 31, 2025 and 2024, the Company had deposits with domestic and international banks in excess of federally insured limits. Management believes the credit risk associated with these deposits is minimal. Money market funds seek to preserve the value of the investment, but it is possible to lose money investing in these funds. The Company’s sales are to clients whose activities relate to oil and natural gas exploration and production. The Company generally extends unsecured credit to these clients; therefore, collection of receivables may be affected by the economy surrounding the oil and natural gas industry or other economic conditions. The Company closely monitors extensions of credit and may negotiate payment terms that mitigate risk. ​ F-25