DAWSON GEOPHYSICAL CO

Management’s Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive, financial and accounting officers, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Executive Officer, and our Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective with regard to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, for information required to be disclosed by us in the reports that we file or submit under the Exchange Act. Notwithstanding the material weakness in internal control over financial reporting described below, management concluded that the Company’s disclosure controls and procedures were effective because the Company separately maintained effective controls and procedures to ensure that information required to be disclosed was accumulated and communicated to management in a timely manner to allow for appropriate disclosure decisions. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer, and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including our President and Chief Executive Officer, and our Chief Financial Officer, we evaluated the effectiveness of our internal controls over financial reporting as of December 31, 2025 using the criteria set forth inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, we have concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material weakness in our internal control over financial reporting described below. As a non-accelerated filer, as defined in Rule 12b-2 under the Exchange Act, our independent registered public accounting firm is not required under Section 404(b) of the Sarbanes-Oxley Act to issue an attestation report on our internal control over financial reporting.

Material Weakness in Internal Control Over Financial Reporting

We identified a material weakness in our internal control over financial reporting as of December 31, 2025. Specifically, the Company did not design and maintain effective controls to ensure the accurate classification of revenue between Fee Revenue and Reimbursable Revenue, and classification of expenses between Fee Operating Expenses and Reimbursable Operating Expenses within the consolidated statement of operations and comprehensive loss. Specifically, a material error in classification was identified that our internal control over financial reporting failed to prevent or detect. While the total amount of operating revenues and operating expenses recognized for the periods presented were not materially misstated, the misclassification resulted in a material error in fee revenue, reimbursable revenue, fee operating expenses, and reimbursable operating expenses in the Company’s consolidated statement of operations and comprehensive loss. No other financial statement line items were affected by this error. The misstatements were corrected in the consolidated statement of operations and comprehensive loss presented herein.

Management’s Plan to Remediate the Material Weakness

Management is implementing remediation steps to address the material weakness and to improve internal control over financial reporting. Specifically, management is designing and implementing a review control to perform a look back analysis related to uncompleted customer contracts at the end of the reporting period to ensure the correct classification of revenue earned and expenses incurred in satisfying performance obligations under contracts with customers.

Management believes these actions, when fully implemented and operating for a sufficient period of time, will remediate the material weakness. However, until the remediation efforts are fully completed and tested, the material weakness will continue to exist. However, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, notwithstanding the identified material weakness in our internal control over financial reporting, the financial statements presented herein fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.