DAWSON GEOPHYSICAL CO Stock Compensation Disclosure

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):

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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:

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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.