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    Amendment: SEC Form SCHEDULE 13D/A filed by Dawson Geophysical Company

    1/5/26 7:21:29 PM ET
    $DWSN
    Oil & Gas Production
    Energy
    Get the next $DWSN alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 7)


    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. Checkbox not checked

    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

    CUSIP No.
    239360100


    1 Name of reporting person

    Dan Wilks
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    24,658,746.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    24,658,746.00
    11Aggregate amount beneficially owned by each reporting person

    24,658,746.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    79.42 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    239360100


    1 Name of reporting person

    Staci Wilks
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    349.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    349.00
    11Aggregate amount beneficially owned by each reporting person

    349.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    239360100


    1 Name of reporting person

    Wilks Brothers, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    TEXAS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    24,658,746.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    24,658,746.00
    11Aggregate amount beneficially owned by each reporting person

    24,658,746.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    79.42 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    239360100


    1 Name of reporting person

    Farris Wilks
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    24,658,746.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    24,658,746.00
    11Aggregate amount beneficially owned by each reporting person

    24,658,746.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    79.42 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    239360100


    1 Name of reporting person

    WB Acquisitions Inc.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    CO



    SCHEDULE 13D

    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.

     
    Dan Wilks
     
    Signature:/s/ Dan Wilks
    Name/Title:Dan Wilks/ Self
    Date:01/05/2026
     
    Staci Wilks
     
    Signature:/s/ Staci Wilks
    Name/Title:Staci Wilks/ Self
    Date:01/05/2026
     
    Wilks Brothers, LLC
     
    Signature:/s/ Dan Wilks
    Name/Title:Dan Wilks /Manager
    Date:01/05/2026
     
    Farris Wilks
     
    Signature:/s/ Farris Wilks
    Name/Title:Farris Wilks/Self
    Date:01/05/2026
     
    WB Acquisitions Inc.
     
    Signature:/s/ Dan Wilks
    Name/Title:Dan Wilks /Authorized Signatory
    Date:01/05/2026
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