Form 8-K - Current report

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): November 21, 2024

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.

On November 21, 2024, Gary D. Owens notified Geospace Technologies Corporation (the “Company”) that he will not seek re-election to the Company” board of directors (the “Board”). Mr. Owens would have been up for re-election at the Company’s next annual meeting of shareholders set for February 6, 2025. Mr. Owens also stepped down as Chairman of the Board but will remain a board member until the 2025 annual meeting of shareholders.

The Board has appointed Stephen C. Jumper to serve as the Company’s new Chairman of the Board effective immediately. Mr. Jumper has been on the Board since December 2023.

Mr. Owens has been a director and Chairman of the Board since 1997. The Board thanks Mr. Owens for his many years of distinguished service and significant contribution to the Company.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

Exhibit		Description

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: November 26, 2024
	By:	/s/ Robert L. Curda
		Robert L. Curda
		Vice President, Chief Financial Officer & Secretary

Document And Entity Information	Nov. 21, 2024
Document Information [Line Items]
Entity, Registrant Name	GEOSPACE TECHNOLOGIES CORPORATION
Document, Type	8-K
Document, Period End Date	Nov. 21, 2024
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