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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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DAWSON GEOPHYSICAL CO (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
239360100 (CUSIP Number) |
Brian Cross Wilks Brothers, LLC, 17010 IH 20 Cisco, TX, 76437 (817) 850-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 239360100 |
| 1 |
Name of reporting person
Dan Wilks | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,658,746.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
79.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 239360100 |
| 1 |
Name of reporting person
Staci Wilks | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
349.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 239360100 |
| 1 |
Name of reporting person
Wilks Brothers, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,658,746.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
79.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 239360100 |
| 1 |
Name of reporting person
Farris Wilks | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,658,746.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
79.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 239360100 |
| 1 |
Name of reporting person
WB Acquisitions Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
DAWSON GEOPHYSICAL CO | |
| (c) | Address of Issuer's Principal Executive Offices:
508 West Wall, Suite 800, Midland,
TEXAS
, 79701. | |
Item 1 Comment:
This Amendment No. 7 (this "Amendment") amends and supplements the Schedule 13D originally filed by Dan Wilks, Staci Wilks, Wilks Brothers, LLC ("Parent") and Farris Wilks with the Securities and Exchange Commission (the "SEC") on January 19, 2021, as amended by Amendment No. 1 thereto filed on October 25, 2021, Amendment No. 2 thereto filed on January 14, 2022, Amendment No. 3 thereto filed on January 28, 2022, Amendment No. 4 thereto filed on June 26, 2023, Amendment No. 5 thereto filed on October 30, 2023 and Amendment No. 6 thereto filed on October 29, 2025 (collectively, the "Schedule 13D"), relating to shares of common stock, par value $0.01 per share ("Common Stock"), of Dawson Geophysical Company (the "Issuer").
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed jointly Dan Wilks, Staci Wilks, Wilks Brothers, LLC, Farris Wilks, and WB Acquisitions Inc. (collectively, the "Reporting Persons"). | |
| (b) | Dan Wilks
17018 IH 20
Cisco, TX 76437
Staci Wilks
17018 IH 20
Cisco, TX 76437
Wilks Brothers, LLC
17018 IH 20
Cisco, TX 76437
Farris Wilks
17018 IH 20
Cisco, TX 76437
WB Acquisitions Inc.
17018 IH 20
Cisco, TX 76437 | |
| (c) | The principal business of Parent is investing in securities. Parent is a manager-managed limited liability company. The principal occupation of Dan Wilks is self-employed investor. The principal occupation of Staci Wilks is self-employed investor. The principal occupation of Farris Wilks is self-employed investor. The principal business of WB Acquisitions Inc. ("WBA") is investing in securities. WBA is a wholly-owned subsidiary of Parent. | |
| (d) | No Reporting Person has, during the last five (5) years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | No Reporting Person has, during the last five (5) years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Dan Wilks is a citizen of the United States of America.
Staci Wilks is a citizen of the United States of America.
Parent is a limited liability company organized under the laws of the State of Texas.
Farris Wilks is a citizen of the United States of America.
WBA is a corporation organized under the laws of the State of Delaware. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
On December 31, 2025, WBA adopted the Plan of Complete Liquidation and Dissolution of WBA (the "Dissolution Plan"), which Dissolution Plan was approved by Parent, as the sole stockholder of WBA (the "Dissolution"). In connection with the Dissolution, WBA and Parent entered into the Distribution Agreement by and between WBA and Parent, pursuant to which WBA agreed to distribute all of the 15,547,010 shares of Common Stock directly held by WBA to Parent in an in-kind distribution for no additional consideration, effective as of December 31, 2025 (the "Distribution"). Immediately following the Distribution, WBA beneficially owned 0 shares of Common Stock and Parent directly owned 24,658,746 shares of Common Stock. Except for the change in Parent's beneficial ownership from indirect to direct with respect to 15,547,010 shares of Common Stock distributed by WBA to Parent, Parent's aggregate beneficial ownership of Common Stock remained unchanged immediately following the Distribution.
Further, as previously reported, the Reporting Persons intend to engage in discussions with the Issuer with respect to one or more transactions involving assets owned by the Reporting Persons and/or certain of their affiliates, which may include, among other things, asset contributions or sales, a business combination transaction or other similar transactions. There is no guarantee that the Reporting Persons (or their applicable affiliates) and the Issuer will enter into a definitive agreement regarding any such a transaction.
As previously reported, the Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons intend to continue to consider, explore and/or develop plans and may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with the Issuer's management and the Board, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning strategic transactions, including business combinations, a sale of the Issuer as a whole or in parts or acquisitions or investments by the Issuer, changes to the capital allocation strategy, capitalization, ownership structure, Board structure (including Board composition), operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, or take any other actions with respect to their investment in the Issuer permitted by law, including any or all of the actions set forth in paragraphs (a) - (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Each Reporting Person's beneficial ownership of Common Stock and percentage ownership as of the date of this Amendment is reflected on that Reporting Person's cover page, which is incorporated herein by reference. The percent of class stated therein for each Reporting Person is based on the 31,047,801 shares of Common Stock of Issuer issued and outstanding as of November 10, 2025, as reported in the Issuer's Quarterly Report filed with the SEC on November 13, 2025.
Immediately following the Distribution, Parent beneficially owned 24,658,746 shares of Common Stock, representing 79.42% of the issued and outstanding Common Stock, all of which was directly owned by Parent. If Parent were deemed to be a group with Staci Wilks, such group would beneficially own 24,659,095 shares of Common Stock. Parent is a manager-managed limited liability company, managed by Dan Wilks and Farris Wilks. Dan Wilks and Farris Wilks are brothers and may be deemed to indirectly beneficially own the shares of Common Stock directly beneficially owned by Parent. | |
| (b) | Items 7 through 10 of the cover pages of this Schedule 13D for each of the Reporting Persons are incorporated herein by reference. | |
| (c) | Not applicable. | |
| (d) | Not applicable. | |
| (e) | WBA ceased to be the beneficial owner of more than five percent of Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Directors and Officers of Certain Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit A
Directors and Officers of Certain Reporting Persons
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Name
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Citizenship
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Principal Occupation
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Shares of Common Stock of the Issuer Beneficially Owned
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Percentage of Class Beneficially Owned
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Dan Wilks
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United States
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Manager of Wilks Brothers, LLC
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24,658,746(1)
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79.42%(1)
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Farris Wilks
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United States
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Manager of Wilks Brothers, LLC
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24,658,746(1)
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79.42%(1)
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Sergei Krylov
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United States
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Chief Financial Officer of Wilks Brothers, LLC
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28,415
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(2)
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___________________
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(1)
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The nature of ownership of shares of common stock, par value $0.01 per share ("Common Stock") of Dawson Geophysical Company (the "Issuer") shown as
beneficially owned by Dan Wilks and Farris Wilks and their voting and dispositive power over such shares is described in Amendment No. 7 to Schedule 13D and is incorporated herein by reference.
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(2)
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Less than 1%.
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