4//SEC Filing
Wilks Farris 4
Accession 0001315863-26-000007
CIK 0000799165other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 7:18 PM ET
Size
7.3 KB
Accession
0001315863-26-000007
Insider Transaction Report
Form 4
Wilks Farris
Director10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2025-12-31−15,547,010(indirect: See Footnotes (4)(5).)
Footnotes (5)
- [F1]On December 31, 2025, WB Acquisitions Inc. ("WBA"), a wholly-owned subsidiary of Wilks Brothers, LLC ("Parent"), 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, par value $0.01 per share, of the Issuer ("Common Stock") directly held by WBA to Parent in an in-kind distribution for no additional consideration and no change in pecuniary interest, effective as of December 31, 2025 (the "Distribution").
- [F2](Continued from footnote 1) 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. This Form 4 represents an exit filing for WBA, following which WBA will cease to be a reporting person for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
- [F3]Consists of 24,658,746 directly owned by Parent immediately following the Distribution. Staci Wilks owns an additional 349 shares of Common Stock, which are directly owned by Ms. Wilks.
- [F4]Parent is a manager-managed limited liability company, managed by Dan H. Wilks and Farris Wilks, each of whom may be deemed to have beneficial ownership of Common Stock directly held by Parent. WBA is a wholly-owned subsidiary of Parent. WBA will be dissolved promptly following the adoption of the Dissolution Plan. Dan H. Wilks and Farris Wilks are brothers; Dan H. Wilks and Staci Wilks are husband and wife and share the same household.
- [F5]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.
Documents
Issuer
DAWSON GEOPHYSICAL CO
CIK 0000799165
Entity typeother
Related Parties
1- filerCIK 0001641794
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 7:18 PM ET
- Size
- 7.3 KB