Board moves at Drilling Tools International (DTI) add new director and formalize chair role

Rhea-AI Filing Summary

Drilling Tools International Corporation announced several board and leadership changes. The Board appointed Ira H. Green, Jr. as a director, filling the vacancy created by the passing of Thomas Hicks. Green brings more than 35 years of investment banking and energy capital markets experience, including senior roles at Piper Sandler & Co. and service as a chief financial officer at private companies.

Director C. Richard Vermillion informed the Board he will end his tenure effective at the next annual meeting, and his decision is not due to any disagreement with the company. The Board also appointed current interim Chairman, President, and Chief Executive Officer Wayne Prejean to become Chairman of the Board and Chief Executive Officer after the next annual meeting, with no compensation changes approved at this time. In addition, Jack Furst was named lead independent director, effective as of the next annual meeting, as part of the Board’s ongoing refreshment and succession planning process.

Insights

Corporate governance analyst

DTI refines board structure with new director, permanent chair, and a lead independent role.

The company is reshaping its board by adding Ira H. Green, Jr. as a director and formalizing leadership roles around the next annual meeting of stockholders. Green’s background in energy capital markets, capital raising, and M&A advisory aligns with an energy-focused business that may rely on financing and deal activity to support growth.

Leadership responsibilities are being clarified as interim Chairman, President, and CEO Wayne Prejean is slated to become Chairman and CEO, while director Jack Furst assumes the role of lead independent director. This structure concentrates executive and board leadership in one person but pairs it with designated independent oversight, which is a common governance balance.

The Board states that director C. Richard Vermillion’s decision not to seek reelection is not due to any disagreement, and it highlights an ongoing refreshment and succession planning process that began in summer 2025. Future company filings around the next annual meeting may provide additional detail on any changes to compensation or committee composition tied to these roles.

8-K Event Classification

4 items: 5.02, 7.01, 8.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Drilling Tools International Corp false 0001884516 0001884516 2026-01-26 2026-01-26

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): January 26, 2026

DRILLING TOOLS INTERNATIONAL CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41103		87-2488708
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10370 Richmond Ave, Suite 1000
Houston, Texas		77042
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (832) 742-8500

(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:

☐ 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, par value $0.0001 per share		DTI		The Nasdaq Stock Market LLC

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 January 26, 2026, the Board of Directors (the “Board”) of Drilling Tools International Corporation (the “Company”) appointed Ira H. Green, Jr. to serve as a director on the Company’s Board, effective immediately (the “Green Appointment”). The Green Appointment fills the vacancy on the Board following the passing of Mr. Thomas Hicks. Mr. Green will serve as a director on the Board until the Company’s next annual meeting or until his earlier resignation or removal. There are no arrangements or understandings between Mr. Green and any other person pursuant to which he was appointed as a director. Mr. Green has no family relationships with any director or executive officer of the Company, and there are no transactions in which Mr. Green has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Green, age 61, has served as the Managing Partner of IHG Advisors, LLC, a financial advisory and consulting firm serving energy companies, since October 2025. From January 2016 to September 2025, he served as Managing Director and Head of Energy, Power and Infrastructure Capital Markets at Piper Sandler & Co. , where his responsibilities included capital raising for private and public companies and M&A advisory services in the energy sector. Mr. Green has over 35 years of experience as an investment banker, including more than 15 years leading energy capital markets, during which he raised both debt and equity capital for energy companies and developed significant M&A experience; he has also served as Chief Financial Officer of two private companies. In addition to his professional roles, Mr. Green serves on the Board of Trustees of the Darden School Foundation (University of Virginia Darden School of Business). Mr. Green earned a Bachelor of Business Administration from the University of Texas at Austin and a Master of Business Administration from the University of Virginia Darden School of Business.

On January 26, 2026, Mr. C. Richard Vermillion informed the Board of his decision to end his tenure as a director on the Board, effective concurrently with the Company’s next annual meeting of stockholders. Mr. Vermillion’s decision to not seek reelection to the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Board is continuing its ongoing refreshment and succession planning process, which began in the summer of 2025 and is focused on aligning the Board’s skills and experience with DTI’s long-term strategy and growth objectives. The Board expects to continue its refreshment efforts and related governance matters as it continues to evaluate director succession, leadership roles, and committee composition ahead of the Company’s next annual meeting of stockholders.

Item 7.01. Regulation FD Disclosure.

On January 27, 2026, the Company issued a press release (the “Press Release”) announcing the Green Appointment. A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information provided in this Item 7.01 and the exhibits attached to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation in such filing.

Item 8.01 Other Events.

On January 26, 2026, the Board appointed Mr. Wayne Prejean, current interim Chairman of the Board, President, and Chief Executive Officer of the Company, to serve as Chairman of the Board and Chief Executive Officer, effective as of the date of the Company’s next annual meeting of stockholders. There are no arrangements or understandings between Mr. Prejean and any other person pursuant to which he was appointed as Chairman. Mr. Prejean has no family relationships with any director or executive officer of the Company, and there are no transactions in which Mr. Prejean has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board has not approved any changes to Mr. Prejean’s compensation in connection with his appointment as Chairman at this time. Any changes to compensation, if approved, will be disclosed in a subsequent filing as required.

On January 26, 2026, the Board appointed Mr. Jack Furst to serve as the Board’s lead independent director to ensure independent oversight of the Board, effective as of the date of the Company’s next annual meeting of stockholders.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by Drilling Tools International Corporation on January 27, 2026
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 thereunto duly authorized.

						Drilling Tools International Corporation
Date: January 27, 2026				By:		/s/ David R. Johnson
						David R. Johnson
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

FAQ

What board changes did Drilling Tools International (DTI) announce in this 8-K?

The company added Ira H. Green, Jr. as a director, noted that C. Richard Vermillion will end his board service at the next annual meeting, plans to make Wayne Prejean Chairman and Chief Executive Officer, and appointed Jack Furst as lead independent director, all in connection with its ongoing board refreshment and succession planning.

Who is Ira H. Green Jr. and what experience does he bring to DTI's board?

Ira H. Green, Jr., age 61, is Managing Partner of IHG Advisors, LLC and previously served as Managing Director and Head of Energy, Power and Infrastructure Capital Markets at Piper Sandler & Co. He has over 35 years of investment banking experience, more than 15 years leading energy capital markets, has raised debt and equity for energy companies, has M&A experience, and has served as chief financial officer of two private companies.

Why is C. Richard Vermillion leaving the Drilling Tools International board?

On January 26, 2026, C. Richard Vermillion informed the Board that he will end his tenure as a director effective with the next annual meeting of stockholders. The company states that his decision not to seek reelection is not the result of any disagreement with DTI on operations, policies, or practices.

What new roles will Wayne Prejean hold at Drilling Tools International?

Wayne Prejean, currently interim Chairman of the Board, President, and Chief Executive Officer, has been appointed to serve as Chairman of the Board and Chief Executive Officer, effective as of the date of the company’s next annual meeting of stockholders. The Board has not approved any changes to his compensation in connection with his appointment as Chairman at this time.

What is the role of Jack Furst as lead independent director at DTI?

On January 26, 2026, the Board appointed Jack Furst to serve as the Board’s lead independent director, effective as of the date of the next annual meeting of stockholders, with the stated purpose of ensuring independent oversight of the Board.

Is there any disclosure of related-party transactions involving the new appointees at DTI?

The company states there are no arrangements or understandings under which Ira H. Green, Jr. or Wayne Prejean were appointed, that they have no family relationships with any director or executive officer, and that there are no transactions involving either requiring disclosure under Item 404(a) of Regulation S-K.

Did Drilling Tools International issue a press release about the board changes?

Yes. On January 27, 2026, the company issued a press release announcing the appointment of Ira H. Green, Jr. as a director. The press release is filed as Exhibit 99.1 and is incorporated into Item 7.01 by reference, but is not deemed filed for Exchange Act liability purposes.