8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2023

GEOSPACE TECHNOLOGIES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Texas	001-13601	76-0447780
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7007 Pinemont, Houston, Texas		77040
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 986-4444

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	GEOS	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 21, 2023, the board of directors (the “Board”) of Geospace Technologies Corporation (the “Company”) appointed Stephen C. Jumper as a Class II director of the Company for an initial term expiring at the Company’s annual meeting in 2024, concurrently with the term of the Margaret Sidney Ashworth, the other Class II Director.

Mr. Jumper will receive the same compensation as other non-employee Company directors, as described in the section titled “Compensation of Directors” of the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on January 3, 2023.

The Company regularly transacts business with Dawson Geophysical Company and its subsidiaries (“DGC”), in which Mr. Jumper was President and Chief Executive Officer until December 2023. DGC is an onshore seismic data acquisition service company which the Company has historically sold seismic equipment. For fiscal years 2023 and 2022, the Company generated revenue of $603,364 and $382,208 respectively, from sales to DGC. The Board has determined that these transactions do not render Mr. Jumper not independent under applicable NASDAQ rules.

There are no arrangements or understandings between Mr. Jumper and any other person or entity pursuant to which Mr. Jumper was appointed as a director of the Company.

The Board has not yet determined the committee(s) of the Board, if any, to which Mr. Jumper will be named.

On December 21, 2023, the Company issued a press release announcing the appointment of Mr. Jumper to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit	Description
Exhibit 99.1	Press Release dated December 21, 2023
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GEOSPACE TECHNOLOGIES CORPORATION
Date: December 21, 2023
	By: /s/ Robert L. Curda
	Robert L. Curda
	Vice President, Chief Financial Officer & Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

SEISMIC INDUSTRY VETERAN STEPHEN JUMPER JOINS GEOSPACE TECHNOLOGIES BOARD OF DIRECTORS

Houston, TX – December 21, 2023 – Geospace Technologies Corporation (NASDAQ: GEOS) today announced the addition of Stephen C. Jumper, former Chairman of the Board, President and CEO of seismic data acquisition provider Dawson Geophysical, to its Board of Directors effective December 21, 2023.

In joining the board, Mr. Jumper will be able to offer contemporary insight from a broad seismic industry perspective, which is highly relevant to Geospace moving forward with an evolving energy transition and changing energy exploration landscape. The new director brings experience from the investment community, acquisitions and mergers and, long-term growth strategy to the board. Further, he navigated through the changing landscape of the shale revolution in the early 2000s, the financial collapse that took place from 2007 to 2009, as well as the industry consolidation throughout the years.

“We’re enthusiastic about adding Steve to our board. We’ve had the good fortune of knowing and working with him for many decades. His experience in the capital markets arena, relationships with critical players in the sector and customer-facing perspective as a geophysical contracting executive is a welcomed addition to our Board,” said Gary Owens, Geospace Technologies Chairman of the Board.

“Geospace has long been a fixture in the seismic industry spurring technological advances which have shaped and improved the ways data acquisition and processing contractors have done business. I’m deeply honored to join this respected organization,” remarked Mr. Jumper. “In my previous role at Dawson, we often used Geospace products directly or on behalf of other Geospace customers. Now, with the tremendous consolidation occurring in our industry as well as the growth of global business, I look forward to contributing guidance and perspective through my new role on the board of directors.”

Mr. Jumper previously served as Chairman, Chief Executive Officer and President of Dawson Geophysical, Company (NASDAQ: DWSN), the largest land seismic operator in North America, from 2006 to 2023. He was appointed as the President, Chief Operating Officer and Director of Dawson Geophysical in 2001. Throughout his thirty-plus year career at Dawson Geophysical, Mr. Jumper played an instrumental role in expanding the company’s presence in the U.S. markets, penetrating the Canadian markets, as well as the strategic merger of TGC / Dawson Geophysical that transitioned the company into the largest land seismic operator in North America. Mr. Jumper earned a Bachelor of Science in Geophysics from the University of Texas at Austin.

About Geospace Technologies

Geospace principally designs and manufactures seismic instruments and equipment.  We market our seismic products to the oil and gas industry to locate, characterize and monitor hydrocarbon-producing reservoirs.  We also market our seismic products to other industries for vibration monitoring, border and perimeter security and various geotechnical applications.  We design and manufacture other products of a non-seismic nature, including water meter products, imaging equipment, offshore cables, remote shutoff water valves and Internet of Things (IoT) platform and provide contract manufacturing services. Learn more at www.geospace.com.

Media Contact: Caroline Kempf, ckempf@geospace.com, 321.341.9305

XML

Document And Entity Information	Dec. 21, 2023
Document Information [Line Items]
Entity, Registrant Name	GEOSPACE TECHNOLOGIES CORPORATION
Document, Type	8-K
Document, Period End Date	Dec. 21, 2023
Entity, Incorporation, State or Country Code	TX
Entity, File Number	001-13601
Entity, Tax Identification Number	76-0447780
Entity, Address, Address Line One	7007 Pinemont
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77040
City Area Code	713
Local Phone Number	986-4444
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GEOS
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001001115