Form 4: Wilks Brothers Consolidates DWSN Holdings

Wilks Brothers, LLC directly acquired 15.5 million Dawson Geophysical shares from its subsidiary, WB Acquisitions Inc., as part of an internal dissolution plan.

Summary

• WB Acquisitions Inc. (WBA), a wholly-owned subsidiary of Wilks Brothers, LLC (Parent), adopted a Plan of Complete Liquidation and Dissolution on December 31, 2025.
• In connection with the Dissolution Plan, WBA distributed all 15,547,010 shares of Dawson Geophysical Co. (DWSN) Common Stock directly held by WBA to Parent.
• This distribution was an in-kind transfer for no additional consideration and resulted in no change in pecuniary interest for Parent.
• Following the distribution, WBA beneficially owns 0 shares of Common Stock, and Parent directly owns 24,658,746 shares of Common Stock.
• Parent's aggregate beneficial ownership of Common Stock remained unchanged immediately following the distribution, only the form of ownership shifted from indirect to direct for the 15,547,010 shares.
• This Form 4 serves as an exit filing for WBA, which will cease to be a reporting person under Section 16 of the Securities Exchange Act of 1934.
• Farris Wilks and Dan H. Wilks, as managers of Parent, may be deemed beneficial owners of the shares held by Parent.
• Staci Wilks directly owns an additional 349 shares of Common Stock.

Sentiment

Score: 5

Explanation: The filing describes an internal corporate restructuring of beneficial ownership that does not alter the ultimate control or economic interest in Dawson Geophysical Co. It is a neutral event for the company's operational or financial performance.

Positives

• Simplification of the ownership structure for Wilks Brothers, LLC by consolidating direct ownership of Dawson Geophysical shares.
• Increased transparency in direct beneficial ownership for Wilks Brothers, LLC.

Negatives

• No direct negative impacts on Dawson Geophysical Co. or its shareholders are indicated by this internal restructuring.

Risks

• The filing does not explicitly mention risks for Dawson Geophysical Co. related to this transaction. The dissolution of WBA is an internal matter for Wilks Brothers, LLC.

Future Outlook

WB Acquisitions Inc. will be dissolved promptly following the adoption of the Dissolution Plan and will cease to be a reporting person for Section 16 purposes.

Management Comments

• Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.

Industry Context

This internal restructuring by a significant shareholder of Dawson Geophysical Co. does not appear to reflect broader industry trends but rather a strategic decision by the Wilks Brothers to streamline their investment vehicle structure.

Corporate Governance

Related Party Transactions

• The distribution of 15,547,010 shares of Dawson Geophysical Co. Common Stock from WB Acquisitions Inc. (a wholly-owned subsidiary) to Wilks Brothers, LLC (the parent company) is a related-party transaction.

Stakeholder Impact

• Shareholders of Dawson Geophysical Co. will see no change in the total number of shares outstanding or the ultimate beneficial ownership by the Wilks Brothers group, only a change in the direct holding entity.
• No direct impact on employees, customers, suppliers, or creditors of Dawson Geophysical Co. is indicated by this internal ownership restructuring.

Next Steps

• WB Acquisitions Inc. will be dissolved promptly following the adoption of the Dissolution Plan.
• WB Acquisitions Inc. will cease to be a reporting person for purposes of Section 16 of the Securities Exchange Act of 1934.

Key Dates

Recommendation

This Form 4 reports an internal restructuring of beneficial ownership within the Wilks Brothers group, moving shares from a subsidiary to the parent entity. There is no change in the aggregate beneficial ownership or the ultimate control over Dawson Geophysical Co. shares, nor does it indicate any operational or financial changes for the company. Therefore, it does not provide new information that would warrant a change in investment thesis, leading to a 'hold' recommendation.

Keywords

Dawson Geophysical, DWSN, Wilks Brothers, SEC Form 4, Insider Transaction, Beneficial Ownership, Corporate Restructuring, Liquidation, Dissolution, Share Distribution