Drilling Tools to acquire Saltire for cash and shares
Closing depends on stockholder approval, an effective Form S-4, Nasdaq listing approval, financing and other closing conditions.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Drilling Tools International Corp. (DTI), through its subsidiary Casing Technologies Group Limited, agreed to acquire all issued shares of Saltire Energy Limited and Foxley Energy Limited for £60,289,856.60 in cash (approximately $81 million) plus 17,355,139 DTI common shares. The transaction is expected to close in the first quarter of 2027, subject to stockholder approval, an effective Form S-4, Nasdaq listing approval, financing and other closing conditions.
The cash amount is subject to adjustments, including a £23,354 daily profit ticker from July 1, 2026 until closing. The share count is fixed and will not change with DTI’s market price before closing; assuming conversion of the rollover documents, sellers are expected to own approximately 30% of DTI’s outstanding common stock. The shares will be subject to a 24-month lock-up after closing.
Management estimates Saltire’s run-rate 2026 revenue at approximately $50.4 million, Adjusted EBITDA at approximately $22.5 million (45% margin), and Adjusted Free Cash Flow at $15.8 million. DTI expects the transaction to be accretive to Adjusted EBITDA margin and Adjusted Free Cash Flow per share in the first year after closing, without cost synergies. DTI says Eastern Hemisphere revenue would rise from approximately 18% of standalone revenue in the second quarter of 2026 to approximately 40% of pro forma revenue after closing.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Saltire’s $50.4 million run-rate 2026 revenue; first-year accretion expected.
Negative
- None.
Filing Explained
A separate director-election vote is required, and DTI’s board cannot withdraw its required recommendation adversely to the sellers.
The acquisition remains pending: stockholders must vote separately on the share issuance and ratification of the
The board must recommend approval and cannot withdraw or change that recommendation adversely to the sellers; the contract provides no termination right solely because stockholders reject the proposal.
The Seller Representative may terminate if financing is not obtained by
The proxy statement/prospectus is to provide further information about the separate ratification proposal.
8-K Event Classification
Key Figures
Key Terms
locked box accounts financial
daily profit ticker financial
put and call option agreements financial
warranty and indemnity insurance financial
Adjusted Free Cash Flow financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is DTI paying to acquire Saltire?
When does DTI expect the Saltire acquisition to close?
What conditions must be met for DTI’s acquisition to close?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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)) |
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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 1.01 Entry into a Material Definitive Agreement.
Share Purchase Agreement
On October 8, 2026, Drilling Tools International Corporation, a Delaware corporation (the “Company” or “Parent”), entered into a Share Purchase Agreement (the “Purchase Agreement”), by and among the Company; Casing Technologies Group Limited, a private limited company incorporated in Scotland (company number SC328867) and a wholly owned subsidiary of the Company (the “Buyer”); Saltire Energy Limited, a private limited company incorporated in Scotland (company number SC165384) (“Saltire”); Foxley Energy Limited, a private limited company incorporated in Scotland (company number SC539080) (“Foxley” and, together with Saltire, the “Group”); Michael David Loggie, Michael David John Loggie, Jack William Loggie, Michael David Loggie and Jack William Loggie, solely in their capacity as trustees of The Loggie Family Trust (the “Loggie Trustee Sellers”), and Optimus Corporate Services Limited, solely in its capacity as trustee of the Cansco Limited Employee Trust 2007 (the “Trustee Seller” and, collectively with the other individuals and the Loggie Trustee Sellers, the “Sellers”); and Jack William Loggie, in his capacity as representative of the Sellers (the “Seller Representative”).
Under the Purchase Agreement, and subject to its terms and conditions, the Buyer will acquire from the Sellers all of the issued share capital of the Group, consisting of 1,240 ordinary shares of £1.00 each of Saltire and 100 ordinary shares of £1.00 each of Foxley (the “Transaction”). Upon the closing of the Transaction (the “Closing”), the Group will become indirect wholly owned subsidiaries of the Company, and their respective subsidiaries will become indirect subsidiaries of the Company.
Consideration. The aggregate consideration payable to the Sellers at Closing consists of (i) £60,289,856.60 in cash (approximately $81 million based on the exchange rate of $1.343 per £1.00 specified in the Purchase Agreement) (the “Closing Date Cash Consideration”), and (ii) unsecured loan notes issued by the Buyer to the Sellers (other than the Trustee Seller) which, pursuant to rollover loan note instruments and put and call option agreements among the Sellers (other than the Trustee Seller), the Buyer and certain subsidiaries of the Company (the “Rollover Documents”), will be exchanged at Closing for an aggregate of 17,355,139 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) (the “Closing Date Equity Consideration”). The Closing Date Cash Consideration reflects an equity value agreed by reference to locked box accounts and the EV to Equity Bridge (as defined in the Purchase Agreement) of the Group as of June 30, 2026 and is subject to the adjustments described in the Purchase Agreement, including (a) an increase by a daily profit ticker of £23,354 for each day from July 1, 2026 until the Closing, (b) reductions for any agreed known leakage and for an agreed amount in respect of historic lease taxes, and (c) an increase or decrease for an agreed adjustment relating to an employee benefit trust tax liability. Any amounts owed by the Sellers and their related persons to the Group as of the Closing will be repaid to the Group out of the adjusted Closing Date Cash Consideration. The number of shares of Common Stock in the Closing Date Equity Consideration is fixed and will not be adjusted for changes in the market price of the Common Stock before the Closing. There is no escrow, earnout, or post-Closing true-up. The Trustee Seller will receive its consideration entirely in cash. Under rollover arrangements, the other Sellers will receive a correspondingly greater portion of their consideration in Common Stock. Following the Closing, and assuming the conversion of the Rollover Documents, the Sellers are expected to own approximately 30% of the outstanding Common Stock.
Representations and Warranties. The Sellers and the Group have made customary fundamental and commercial warranties regarding the Sellers, the Group and their businesses, qualified by a disclosure letter delivered by the Sellers (the “Disclosure Letter”). The Buyer and the Company have made customary warranties. The Buyer has obtained a warranty and indemnity insurance policy. The premium will be borne 50/50 by the Buyer and the Sellers, and the Buyer will bear the retention.
Covenants. The Sellers have agreed to use commercially reasonable efforts to conduct the businesses of the Group in the ordinary course between signing and Closing, subject to specified exceptions, and not to solicit, encourage or engage in discussions regarding alternative transactions. The Company has agreed, among other things, to (i) file an additional listing application with The Nasdaq Stock Market LLC (“Nasdaq”) for the Closing Date Equity Consideration; (ii) prepare and file with the Securities and Exchange Commission (the “SEC”), within 45 days after the date of the Purchase Agreement, a registration statement on Form S-4 (the “Registration Statement”) that includes a proxy statement/prospectus, and use its reasonable best efforts to have it declared effective; (iii) duly call and hold a meeting of its stockholders (the “Parent Stockholders Meeting”) to obtain the Parent Stockholder Approval (as defined below); and (iv) include in the proxy statement/prospectus the recommendation of the Company’s board of directors (the “Board”) that stockholders vote in favor of the Parent Stockholder Approval (as defined below), which recommendation may not be withdrawn or modified in a manner adverse to the Sellers. There is no fiduciary out permitting the Board to withdraw or modify its recommendation in response to a superior proposal, and there is no termination right if the stockholders fail to approve the applicable proposal. The Company is required to adjourn the Parent Stockholders Meeting for up to 30 days as provided in Section 7.13(i) of the Purchase Agreement. After the Closing, the Company has agreed to remain current in its reporting obligations for purposes of Rule 144(c) under the Securities Act of 1933, as amended (the “Securities Act”) until 24 months after expiration of the Lock-Up Period (as defined below), and to remove restrictive legends within five business days after a written request following expiration of the Lock-Up Period. The Company has also agreed to maintain the listing of the Common Stock on Nasdaq.
Parent Stockholder Approval. “Parent Stockholder Approval” means approval by the Company’s stockholders of (i) the issuance of the Closing Date Equity Consideration, as required by Nasdaq Listing Rule 5635(a), and (ii) the ratification under Section 204 of the Delaware General Corporation Law of certain prior corporate acts relating to the election of directors; provided that clause (ii) will be deemed satisfied if, in lieu of such ratification, a final, non-appealable order of the Delaware Court of Chancery validating such acts is obtained under Section 205 of the Delaware General Corporation Law. The Company’s certificate of incorporation contemplated a classified board, but all directors have historically been elected annually. See “Item 8.01 Other Events” below for additional information.
Conditions to Closing. Each party’s obligation to complete the Transaction is subject to (i) the absence of any law or order restraining or prohibiting the Transaction; (ii) the Registration Statement having been declared effective; (iii) receipt of the Parent Stockholder Approval; and (iv) Nasdaq approval of the listing of the Closing Date Equity Consideration. The Buyer’s obligation is further subject to (a) the Sellers’ and the Group’s fundamental warranties being true and accurate, other than de minimis inaccuracies, at signing and at Closing; (b) the Sellers’ and the Group’s commercial warranties being true and accurate as of the date of the Purchase Agreement, except where the failure to be true and accurate would not reasonably be expected to have a material adverse effect on the Group; (c) performance of the Sellers’ and the Group’s covenants in all material respects; (d) the absence of a material adverse effect on the Group; and (e) the Buyer having obtained debt and/or equity financing on terms consistent with the agreed financing terms in the Purchase Agreement, in an aggregate amount sufficient to pay the adjusted Closing Date Cash Consideration and related fees and expenses. The Sellers’ obligation is further subject to (a) the warranties of the Buyer and the Company being true and accurate, except where the failure to be true and accurate would not reasonably be expected to have a material adverse effect on the ability of the Buyer or the Company to consummate the Transaction; (b) performance of the Buyer’s and the Company’s covenants in all material respects; (c) the Lock-up and Investor Rights Agreement (as defined below) being in full force and effect as of Closing; and (d) His Majesty’s Revenue and Customs having confirmed in writing under section 138 of the Taxation of Chargeable Gains Act 1992 and section 701 of the Income Tax Act 2007 (as applicable) that no counteraction notice will be issued in respect of the disposal of the shares of the Group or the exchange of loan notes for Common Stock, and that the exchange of shares for loan notes will be effected without arrangements to which section 137 of the Taxation of Chargeable Gains Act 1992 applies.
Termination. The Purchase Agreement may be terminated (i) by mutual written consent of the Buyer and the Seller Representative; (ii) by the Buyer or the Seller Representative if the Closing has not occurred by March 31, 2027 (the “Outside Date”), except under certain circumstances; (iii) by the Buyer or the Seller Representative if a final, non-appealable order permanently prohibits the Transaction; (iv) by the Buyer upon the occurrence of a material adverse effect on the Group, subject to a 20 business day cure period, a dispute resolution process with the Seller Representative, and an expert determination procedure; (v) by the Seller Representative if the financing has not been obtained by November 30, 2026, the parties have completed a prescribed period of good faith discussions regarding the financing, and the Seller Representative and the Buyer determine, acting reasonably and in good faith, that there is no reasonable prospect of the financing being obtained by the Outside Date; (vi) by the Buyer or Seller Representative if the Buyer has not obtained the financing by the Outside Date despite using all reasonable efforts; or (vii) by the Buyer or the Seller Representative if a Closing condition becomes incapable of satisfaction prior to the Outside Date. If the Purchase Agreement is terminated in specified circumstances and, within 12 months after termination, the Group or the Sellers enter into an alternate transaction, the Sellers (other than the Trustee Seller) must reimburse the Buyer’s documented out-of-pocket expenses, up to £1,500,000.
Indemnification; Release; Remedies. The Sellers (other than the Trustee Seller) have agreed to indemnify the Buyer for unprovided pre-Closing taxes of the Group and certain specified tax liabilities (including tax liabilities relating to historic Scottish leases, an employee benefit trust, and the voluntary dissolution of a Romanian subsidiary (Saltire Romania)), and to pay the Buyer for any leakage, in each case subject to the limitations and survival periods in the Purchase Agreement. Recourse for warranty claims and most tax indemnity claims is limited to the warranty and indemnity insurance policy. The Sellers’ aggregate liability for warranty claims and most tax indemnity claims is capped at £1, their aggregate liability for certain excluded tax claims is capped at £2,500,000, and their aggregate liability for all other claims (other than leakage, excluded tax and fraud claims) is capped at the adjusted Closing Date Cash Consideration received by them. The tax warranties and tax indemnities survive for five years following Closing (or, for the Romanian tax liability, until the later of five years and the resolution of the related proceedings and dissolution), while leakage claims survive for 12 months. At Closing, the Sellers will release the Group from specified claims. The parties are entitled to specific performance. The Buyer may assign its rights under the Purchase Agreement to its financing sources as collateral.
Lock-up and Investor Rights Agreement; Employment Agreements. Concurrently with the execution of the Purchase Agreement, the Company and the Sellers entered into a Lock-up and Investor Rights Agreement (the “Lock-up and Investor Rights Agreement”), which will become effective as of the Closing. The Lock-up and Investor Rights Agreement provides for, among other things, (i) lock-up restrictions on transfers of the Closing Date Equity Consideration for a period of 24 months following the Closing, with tranches of shares released at 12, 18 and 24 months, subject to an early release mechanism (the “Lock-Up Period”), (ii) limitations on sales volume and restrictions on transfers to certain prohibited transferees, (iii) the Sellers’ right to participate in certain secondary offerings conducted by the Company, and (iv) the right of the Seller Representative to designate either a board member or a non-voting board observer to the Company’s Board of Directors, subject to specified fall-away thresholds based on the Sellers’ ownership percentage.
Financing. The Buyer expects to fund the Closing Date Cash Consideration through new debt financing and borrowings under the Company’s existing credit facility. The Purchase Agreement requires the Buyer to keep the Seller Representative reasonably informed of the status of the financing, including providing written updates no less frequently than every five business days regarding key milestones and any developments that could prevent or delay the financing.
The foregoing descriptions of the Purchase Agreement and the Lock-up and Investor Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Lock-up and Investor Rights Agreements, copies of which are filed as Exhibit 2.1 and 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, the Buyer, the Group or the Sellers. The representations, warranties and covenants in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, solely for the benefit of the parties to it. They may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures in the Disclosure Letter, which were made for purposes of allocating contractual risk between the parties rather than establishing matters as facts. They may also be subject to standards of materiality that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties or covenants, or any descriptions of them, as characterizations of the actual state of facts or condition of any party. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, and that subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01 Regulation FD Disclosure.
On October 8, 2026, the Company issued a press release announcing entry into the Purchase Agreement. A copy is furnished as Exhibit 99.1 and incorporated herein by reference. The Company also made available an investor presentation regarding the Transaction, which will be used on a conference call on October 8, 2026. A copy is furnished as Exhibit 99.2 and incorporated herein by reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Ratification and Validation of Defective Corporate Acts. As noted above, the Company’s certificate of incorporation contemplates a classified Board, but the Company has elected its full slate of directors annually. The Company intends to seek stockholder ratification and court validation under Sections 204 and 205 of the Delaware General Corporation Law of the 2024, 2025, and 2026 director elections and the related prior acts taken by the Board and its committees. The ratification proposal will be submitted at the Parent Stockholders Meeting as a proposal separate from the share issuance proposal in accordance with the procedures and resolutions authorized by the Board. Further information will be included in the proxy statement/prospectus.
Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the risks described under “Forward-Looking Statements” in Exhibit 99.1 and in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2026 and subsequent filings with the SEC. The forward-looking statements are expressly qualified by the safe-harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Company undertakes no obligation to update any forward-looking statement except as required by law.
No Offer or Solicitation. This Current Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy any securities, nor is it a solicitation of a proxy, in any jurisdiction where the offer or solicitation is unlawful. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or pursuant to an applicable exemption.
Additional Information and Where to Find It. In connection with the proposed issuance of shares in the Transaction, the Company intends to file a registration statement on Form S-4 with the SEC that will include a proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE. Copies of these documents may be obtained free of charge through the SEC’s website at www.sec.gov and the Company’s website at investors.drillingtools.com, or by contacting the Company at 10370 Richmond Avenue, Suite 1000, Houston, Texas 77042, Attention: Investor Relations.
Participants in the Solicitation. The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the Transaction. Information about the Company’s directors and executive officers, including their direct and indirect interests and beneficial ownership of Common Stock, will be set forth in the Company’s registration statement on Form S-4 that will include a proxy statement/prospectus filed in connection with the Transaction and in other filings with the SEC. Additional information regarding interests in the Transaction will be included in the Form S-4 and proxy statement/prospectus when filed. The solicitation is subject to Rule 14a-12 and the disclosure requirements of Schedule 14A, including Items 4 and 5.
(d) Exhibits.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 2.1* | Share Purchase Agreement, dated as of October 8, 2026, by and among Drilling Tools International Corporation, Casing Technologies Group Limited, Saltire Energy Limited, Foxley Energy Limited, the Sellers named therein and Jack William Loggie, as Seller Representative. | |
| 10.1 | Lock-up and Investor Rights Agreement, dated as of October 8, 2026, by and among Drilling Tools International Corporation and the Sellers named therein. | |
| 99.1 | Press Release, dated October 8, 2026 | |
| 99.2 | Investor Presentation, dated October 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain schedules and exhibits to the Share Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
2
SIGNATURE
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.
Dated: October 8, 2026
| DRILLING TOOLS INTERNATIONAL CORPORATION | ||||
| By: | /s/ David R. Johnson | |||
| David R. Johnson | ||||
| Chief Financial Officer | ||||
| (Principal Financial and Accounting Officer) | ||||
3
Exhibit 99.1
|
NEWS RELEASE |
Drilling Tools International Corp. Signs Definitive Agreement to
Acquire Saltire Energy Limited & Foxley Energy Limited
Combination creates a stronger, more diversified global platform
Expands Eastern Hemisphere presence to approximately 40% of pro forma revenue
Transaction is expected to be immediately accretive to key financial metrics
HOUSTON — October 8, 2026 — Drilling Tools International Corp. (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield services company that designs, engineers, manufactures and provides a differentiated, rental-focused offering of tools for use in onshore and offshore horizontal and directional drilling operations, as well as other cutting-edge solutions across the well life cycle, today announced that it has entered into a definitive agreement to acquire Saltire Energy Limited and Foxley Energy Limited (combined “Saltire”), a leading Aberdeen-based provider of rental drilling tools serving the North Sea, Middle East, Asia Pacific, and other key Eastern Hemisphere growth markets. Total consideration consists of approximately $80 million in cash and 17.4 million shares of DTI common stock, par value $0.0001 per share (the “DTI Common Stock”), subject to customary closing adjustments. The transaction is expected to close in the first quarter of 2027.
Founded in 1986, Saltire is a specialty rental provider of drilling tubulars, downhole and bottom hole assembly tools, and pressure control equipment, with operating bases in the United Kingdom, Norway, the United Arab Emirates, Singapore and Malaysia. Its in-depth and relevant rental fleet is deployed to customers around the Eastern Hemisphere, and it has built long-standing relationships with Tier 1 E&P operators, drilling contractors and service companies that it has maintained through market cycles.
The combination with Saltire is expected to be accretive to both Adjusted EBITDA(1) margins and Adjusted Free Cash Flow(1)(2) per share in the first year following closing, support stronger cash flow generation per share and significantly expand DTI’s international presence. Based on management’s estimates derived from recent monthly performance updates in the third quarter of 2026 and current visibility, Saltire is expected to generate run rate 2026 revenue of approximately $50.4 million, Adjusted EBITDA(1) of approximately $22.5 million, representing a 45% Adjusted EBITDA margin, and Adjusted Free Cash Flow(1)(2) of $15.8 million. Saltire’s rental-focused model closely resembles DTI’s and has a history of resilient financial performance through industry cycles. The transaction is expected to increase DTI’s Eastern Hemisphere contribution from approximately 18% of DTI’s standalone revenue in the second quarter of 2026 to approximately 40% of pro forma revenue post-close, creating a more balanced revenue mix with global rig exposure. Saltire’s established product bases across the North Sea, Middle East and Asia expand and accelerate DTI’s tools and technology into new growing international markets and create clear cross-selling opportunities, from deploying DTI’s proprietary wellbore optimization technologies, such as ClearPath™ and Drill-N-Ream® (“D-N-R”), into Saltire’s existing markets as well as adding Saltire’s drilling jars and pressure control equipment to DTI’s total offering to customers.
| (1) | Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Free Cash Flow, and Adjusted Free Cash Flow per share are non-GAAP financial measures. Adjusted EBITDA Margin is Adjusted EBITDA divided by revenue, and Adjusted Free Cash Flow per share is derived from Adjusted Free Cash Flow and the applicable share count. See “Non-GAAP Financial Measures” at the end of this release for a discussion of reconciliations to the most directly comparable financial measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). |
| (2) | Adjusted Free Cash Flow is defined as Adjusted EBITDA less Gross Capital Expenditures. |
1
“We are extremely excited about this transformative transaction,” stated Wayne Prejean, Chairman and Chief Executive Officer of DTI. “Saltire is a natural fit for DTI. Like us, Saltire rents the mission-critical downhole tools operators depend on, and it does so in the attractive international markets where we have long sought a scaled presence. Saltire has established relationships across the North Sea, the Middle East and other key Eastern Hemisphere markets, and with limited customer overlap, Saltire nearly doubles DTI’s international exposure to approximately 40% of pro forma revenue in a single step. That kind of international scale and those established customer relationships can take many years to build organically. We expect the combination to be accretive to Adjusted EBITDA margin and Adjusted Free Cash Flow per share in the first year following closing.
“Looking ahead, we see a real opportunity to bring technologies like Mechlok, Turbocaser, Turborunner, ClearPath and D-N-R to Saltire’s customers through its distribution network, and to give customers a global platform backed by greater financial strength. The combined company is expected to generate significant Adjusted Free Cash Flow, which gives DTI a clear path to de-lever quickly. Just as importantly, Mike Loggie, the Founder of Saltire, and the Loggie family will retain approximately 30% of the combined company. This reflects our shared conviction that these businesses are stronger together and that the most meaningful value creation is still ahead of us. We are building for the future, and we’re glad to be doing it alongside the Saltire and Foxley teams,” concluded Prejean.
Mike Loggie, Founder and Chief Executive Officer of Saltire, added, “Both personally and professionally, this is a proud day for me, my family, and for everyone at Saltire and Foxley as we mark our 40th year in business. What we started four decades ago has become a trusted partner to some of the most demanding operators in the world, and that is a credit to our people, their expertise, commitment to safety, and dedication to our valued customers. As we thought about Saltire’s next chapter, we weren’t looking for an exit. We wanted a partner that shares our focus on exceptional service, proven reliability and technical excellence. We chose to take a meaningful part of our consideration in DTI Common Stock, and we expect to remain a significant shareholder. We’re not stepping away. We are invested in this company for the long term, and our customers can expect the same people and the same trusted service they’ve always relied on, now backed by DTI’s global platform, technology offerings, deep industry expertise, and long-term commitment to helping the business grow. We are excited to build on the combined company’s extremely strong reputation and create new opportunities for our customers, employees, and partners.”
Transaction and Timing
Under the terms of the definitive agreement, DTI will acquire 100% of Saltire for total consideration of approximately $80 million in cash and 17.4 million shares of DTI Common Stock, subject to customary closing adjustments. The value of the share consideration will be determined by multiplying 17.4 million shares by the 20-day volume-weighted average price of DTI’s Common Stock immediately prior to closing. The share consideration is fixed at 17.4 million shares of DTI Common Stock and will not be adjusted for changes in the market price of DTI Common Stock prior to closing. Upon closing, the sellers, including the Loggie family, are expected to own approximately 30% of DTI Common Stock. The shares will be subject to lock-up arrangements, the terms of which will be described in the registration statement on Form S-4. DTI expects to fund the cash consideration through new debt financing and borrowings under its existing credit facility. See corresponding transaction Form 8-K and future filings for additional information.
The transaction, which is expected to close in the first quarter of 2027, is subject to customary regulatory approvals and closing conditions, including approval by DTI’s stockholders. DTI intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”), which will include additional information regarding the transaction.
2
Upon closing, Wayne Prejean will continue to serve as Chairman and Chief Executive Officer of DTI. Mike Loggie, Saltire’s founder, and all members of Saltire’s management team will remain with the combined company. DTI Common Stock will continue to trade its common stock on the Nasdaq Capital Market under the symbol “DTI.”
Advisors
Evercore acted as financial advisor to DTI in connection with the transaction. Winston Taylor LLP is serving as DTI’s legal counsel on the transaction. Piper Sandler Ltd acted as financial advisor to Saltire. Pinsent Masons LLP is serving as Saltire’s legal counsel on the transaction.
Conference Call and Additional Materials
DTI will hold a conference call today, October 8, 2026, at 9:00 a.m. Eastern Time / 8:00 a.m. Central Time to discuss the acquisition. An investor presentation regarding the transaction can also be found at https://investors.drillingtools.com.
Please dial 201-389-0869 and ask for the DTI call at least 10 minutes prior to the start time, or via live webcast by logging onto the webcast at this URL address: https://investors.drillingtools.com/news-events/events. An audio replay will be available through October 15, 2026 and may be accessed by dialing 201-612-7415 and using passcode 13763172#. Also, an archive of the webcast will be available shortly after the call at https://investors.drillingtools.com/news-events/events for 90 days. Please submit any questions for management prior to the call via email to DTI@dennardlascar.com.
About Drilling Tools International Corp.
DTI is a Houston, Texas based leading oilfield services company that manufactures and rents downhole drilling tools used in horizontal and directional drilling of oil and natural gas wells. With roots dating back to 1984, DTI operates from 15 service and support centers across North America and maintains 11 international service and support centers across the EMEA and APAC regions. To learn more about DTI, please visit: www.drillingtools.com.
Contact:
DTI Investor Relations
Ken Dennard / Natalie Hairston
InvestorRelations@drillingtools.com
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements of historical fact included in this press release are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, statements regarding DTI and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements in this press release may include, for example, statements about: (1) the
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demand for DTI’s products and services, which is influenced by the general level of activity in the oil and gas industry; (2) DTI’s ability to retain its customers, particularly those that contribute to a large portion of its revenue; (3) DTI’s ability to employ and retain a sufficient number of skilled and qualified workers, including its key personnel; (4) DTI’s ability to source tools and raw materials at a reasonable cost; (5) DTI’s ability to market its services in a competitive industry; (6) DTI’s ability to execute, integrate and realize the benefits of acquisitions, and manage the resulting growth of its business; (7) potential liability for claims arising from damage or harm caused by the operation of DTI’s tools, or otherwise arising from the dangerous activities that are inherent in the oil and gas industry; (8) DTI’s ability to obtain additional capital; (9) DTI’s ability to obtain debt financing on acceptable terms; (10) the satisfaction of closing conditions, including effectiveness of the Form S-4 registration statement, approval by DTI stockholders, required regulatory approvals, and Nasdaq approval of listing the shares issued as equity consideration; (11) the risk that the transaction does not close or that the anticipated benefits of the transaction are not realized; (12) potential political, regulatory, economic and social disruptions in the countries in which DTI conducts business, including changes in tax laws or tax rates; (13) DTI’s dependence on its information technology systems, in particular Customer Order Management Portal and Support System, for the efficient operation of DTI’s business; (14) DTI’s ability to comply with applicable laws, regulations and rules, including those related to the environment, greenhouse gases and climate change; (15) DTI’s ability to maintain an effective system of disclosure controls and internal control over financial reporting; (16) the potential for volatility in the market price of DTI Common Stock, including the potential dilutive effect of the fixed number of shares issued as equity consideration and potential sales by the Sellers following expiration of applicable lock-up restrictions; (17) fluctuations in foreign currency exchange rates, including between the U.S. dollar and the British pound sterling; (18) the impact of increased legal, accounting, administrative and other costs incurred as a public company, including the impact of possible shareholder litigation; (19) the potential for issuance of additional shares of DTI’s common stock or other equity securities; (20) DTI’s ability to maintain the listing of its common stock on Nasdaq; (21) risks related to DTI’s increased indebtedness following the transaction, including the financing condition, terms and covenants; (22) the outcome of any legal proceedings relating to the transaction and (23) other risks and uncertainties described from time to time in DTI’s most recent Forms 10-K, 10-Q and 8-K filed with or furnished to the Securities and Exchange Commission (the “SEC”). You should carefully consider the risks and uncertainties including those described in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K filed on March 6, 2026 and in comparable “Risk Factors” sections of our Quarterly Reports on Form 10-Q filed after such Form 10-K, and the risks to be described in the proxy statement/prospectus. Such forward-looking statements are based on the beliefs of management of DTI, as well as assumptions made by, and information currently available to DTI’s management and are subject to numerous conditions, many of which are beyond the control of DTI. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in DTI’s most recent Forms 10-K, 10-Q and 8-K filed with or furnished to the Securities and Exchange Commission. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Non-GAAP Financial Measures
This release includes Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Free Cash Flow measures. Each of these metrics is a “non-GAAP financial measure” as defined in Regulation G of the Securities Exchange Act of 1934.
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Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. Adjusted EBITDA is not a measure of net earnings or cash flows as determined by GAAP. We define Adjusted EBITDA as net earnings (loss) before interest, taxes, depreciation and amortization, further adjusted for (i) goodwill and/or long-lived asset impairment charges, (ii) stock-based compensation expense, (iii) restructuring charges, (iv) transaction and integration costs related to acquisitions and (v) other expenses or charges to exclude certain items that we believe are not reflective of ongoing performance of our business.
We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful because they allow us to supplement the GAAP measures in order to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP, or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.
Adjusted Free Cash Flow is a supplemental non-GAAP financial measure, and we define Adjusted Free Cash Flow as Adjusted EBITDA less Gross Capital Expenditures. We use Adjusted Free Cash Flow as a financial performance measure for planning, forecasting, and evaluating our performance. We believe that Adjusted Free Cash Flow is useful to enable investors and others to perform comparisons of current and historical performance of the Company. As a non-GAAP measure, Adjusted Free Cash Flow should not be considered an alternative to, or more meaningful than, net income (loss), net cash provided by operating activities, or any other measure determined in accordance with GAAP, and it may not be comparable to similarly titled measures used by other companies.
This release also includes certain estimates/projections of non-GAAP financial measures, including Saltire’s run-rate Adjusted EBITDA and Adjusted Free Cash Flow and statements regarding expected accretion. The reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable GAAP measures would require estimates of interest expense, income tax expense, depreciation and amortization, other expense, stock-based compensation, goodwill impairment, transaction expense, and capital expenditures, among other items, that are difficult to predict and estimate and are primarily dependent on future events. Accordingly the Company is unable to provide a reconciliation of the forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures without unreasonable efforts. These estimates are not guarantees of future performance and should not be relied upon as such.
No Offer or Solicitation
Nothing in this press release shall constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws. This communication is made in respect of a proposed acquisition transaction and may be deemed to be solicitation material in respect of that transaction pursuant to Rule 425 under the Securities Act. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. This press release is not an offer to sell or a solicitation of an offer to buy any debt securities.
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No Offer of Debt Securities
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any debt securities of DTI or any of its subsidiaries, including any notes or bonds that may be issued to finance the transaction, in the United States or in any other jurisdiction. Any such debt securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release is not directed at, and is not intended to be used in connection with, any offering of debt securities, and is being issued in accordance with the requirements of the U.S. federal securities laws applicable to the transaction described herein.
Additional Information and Where to Find It
DTI intends to file with the SEC a registration statement on Form S-4, which will include a proxy statement of DTI and a prospectus of DTI relating to the transaction (the “proxy statement/prospectus”). DTI stockholders and other investors are urged to read the registration statement, the proxy statement/prospectus and any other relevant documents filed with the SEC carefully when they become available because they will contain important information about DTI, Saltire, the transaction and related matters. This press release is not a substitute for the registration statement, the proxy statement/prospectus, or any other document that DTI may file with the SEC. Investors and securityholders may obtain free copies of the registration statement, the proxy statement/prospectus and other documents filed with the SEC by DTI through the website maintained by the SEC at www.sec.gov. Free copies of these documents may also be obtained on DTI’s investor relations website at https://investors.drillingtools.com.
Participants in the Solicitation
DTI, Saltire and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from DTI’s stockholders in connection with the transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of DTI’s stockholders in connection with the transaction, including their direct and indirect interests in the transaction, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding DTI’s directors and executive officers is set forth in DTI’s most recent Annual Report on Form 10-K and proxy statement for its 2026 annual meeting of stockholders filed with the SEC on March 6, 2026 and March 13, 2026, respectively. Additional information regarding potential participants and their interests will be included in the proxy statement/prospectus.
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Exhibit 99.2 NASDAQ: DTI BUILDING FOR THE FUTURE DTI TO ACQUIRE SALTIRE ENERGY DRILLINGTOOLS.COM
FORWARD LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among other things, statements regarding the proposed acquisition of Saltire Energy Limited (Saltire) by Drilling Tools International Corporation (DTI); the anticipated timing, completion and benefits of the transaction; expected synergies, financial impact, business plans, market opportunities and future operating performance of the combined company; and other statements that are not historical facts. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions identify forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. These statements are based on DTI’s and Saltire’s current expectations, assumptions and beliefs and are subject to risks, uncertainties and changes in circumstances that could cause actual results to differ materially from those expressed or implied. These risks include, among others: the possibility that the transaction may not be completed on the anticipated terms or timing, or at all; failure to satisfy closing conditions, including DTI stockholder approval and the financing conditions, or obtain required regulatory approvals including Nasdaq listing approval; disruption to the businesses of DTI or Saltire during the pendency of the transaction; the risk that anticipated benefits, cost savings or synergies may not be realized as expected or within the anticipated timeframe; integration challenges; customer, employee, supplier or other stakeholder reactions; transaction-related costs; risks related to the cross-border nature of the transaction; foreign exchange rate fluctuations between the U.S. dollar and British pound sterling; differences in legal, regulatory, tax and accounting frameworks between the United States and the United Kingdom; competitive, economic, market and industry conditions; and other risks described in DTI’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this presentation. Neither DTI nor Saltire undertakes any obligation to update or revise these statements, except as required by applicable law. This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction, DTI intends to file with the SEC a registration statement, proxy statement or other documents. Investors and security holders of DTI are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available, because they will contain important information about DTI, Saltire and the proposed transaction. This presentation includes Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Free Cash Flow, each a non-GAAP financial measure. Adjusted EBITDA is net income (loss) before interest, taxes, depreciation, and amortization, adjusted for impairment, stock-based compensation, restructuring, transaction costs, and other non-recurring items. Adjusted Free Cash Flow is Adjusted EBITDA less Gross Capital Expenditures. Reconciliations are in DTI’s press release and SEC filings. DTI is unable to reconcile forward-looking non-GAAP measures without unreasonable effort, because certain items are uncertain or out of DTI’s control. 2
TRANSACTION OVERVIEW BY THE CEO Acquiring Saltire Energy Building for the Future This transaction brings together two highly complementary businesses to create a larger, more balanced and resilient global platform. The addition of Saltire is expected to meaningfully improve our scale, expand our Eastern Hemisphere presence, and strengthen our margin profile and free cash flow generation capabilities on day one. This deal also broadens our customer relationships, and we gain a proven team with deep industry knowledge and expertise. The combined company pairs the stability and cash generation of our North American business with direct exposure to markets we believe will be an increasingly important source of growth in the future. Just as importantly, Saltire’s founders, the Loggie family, are retaining a significant ownership position in the combined company. This reflects a shared conviction that these businesses are stronger together and that the most meaningful value creation is still ahead of us. We are building for the future, and this partnership will further solidify our foundation.” Wayne Prejean Chairman of the Board and Chief Executive Officer 3
Transaction Highlights 1 Natural Strategic Fit 2 Transformational Scale and Diversification 3 Immediate Financial Enhancement Building for the Future 4 Compelling Standalone Economics 5 Clear Deleveraging Path 6 Long-term Seller Alignment 4
Building for the Future Delivering Value to Customers & Stockholders Customers Stockholders • Meets growing demand with a • Provides enhanced exposure to global one-stop-shop platform global rig activity and energy security tailwinds • Proven, high-performing teams with deep knowledge and expertise in • Superior execution through the most technically challenging disciplined management and best drilling environments operating practices • Enhances our capability to innovate • Expected to be accretive to and deploy leading technology (e.g., Adjusted EBITDA margin & ClearPath & Drill-N-Ream) Adjusted FCF per share without cost synergies in Year 1 • Improved performance for (1) customers through increased • Cash and stock transaction with financial strength an attractive 5.5x EV/EBITDA multiple paid 1) Based on a purchase price of approximately $80 million of cash, 17.4 million shares of DTI common stock 5 valued at a 20-day VWAP as of 10/1/26, and Saltire’s run rate EBITDA of $22.5 million
Structured for Success • Cash consideration – approximately $80 million • Share consideration – 17.4 million shares Deal Structure • Accretive cash and stock transaction • Chairman & CEO: Wayne Prejean Leadership & Governance • Mike Loggie, Saltire’s founder, and all members of Saltire’s management team to remain with DTI • Subject to customary regulatory approvals and closing conditions and satisfaction of the financing conditions Next Steps • Approval from DTI stockholders • Expected to close in the first quarter of 2027 6
Combination Accelerates Value Creation Broader Reach, Better Industry-Leading Free Stronger Balance Sheet Service Cash Flow • Accelerates deleveraging • Superior customer • Anticipate higher EBITDA with disciplined use of service margins and stronger capital cash generation • Deeper customer • Strengthens balance sheet relationships across • Expected to be accretive and improves financial broader markets to Adj. EBITDA margins profile and Adj. FCF without • Exposure to attractive cost synergies in Year 1 • Flexibility preserved for international markets future growth investment • Funds organic growth, • Scale in markets core to international investment DTI’s growth strategy and debt paydown 63,000 → 100,000+ ~1.0x Combined Rental Tool Fleet Leverage Ratio Expected by YE 2028 7
Eastern Hemisphere Expansion Reinforcing a Strong Foundation within Strategic Growth Markets +Saltire ~8% ~14% ~18% EASTERN HEMISPHERE ~40% % OF REVENUE (1) 2024 2025 2026 Pro Forma DTI Utilizing Cutting Edge & Mission Critical Drilling Tools BHA Components Pipe & Tubular Pressure Control 1) Pro forma revenue split considers all of Saltire’s revenue contribution to be Eastern Hemisphere 8
Strategically Aligned with Activity Adding the Eastern Hemisphere to DTI's North American core North America — DTI's Core Market Eastern Hemisphere — Scaled Access via Saltire 765 $113B 910 $69B (1) (1) (1) (1) Active rigs D&C spending Active rigs D&C spending Middle East 500 United States 570 Asia-Pacific 181 Africa 134 Canada 196 Europe 95 (2) (2) ~92% of DTI revenue in 2024 ~40% of pro forma DTI revenue Addressable rig market more than doubles: 765 → 1,676 active rigs (~2.2x) 1) Spears & Associates, Drilling Activity by Region (Sept. 2026); 2026E average active rigs and drilling & completion (D&C) spending; excludes Russia, China and Central Asia; figures may not sum due to rounding 2) Eastern Hemisphere share of DTI revenue per page 8; pro forma treats all Saltire revenue as Eastern Hemisphere 9
Global Spending and Rig Forecast Increasing Exposure to Expanding Markets (1) (1) Regional D&C Spending ($bn) Regional Rig Count Projections 130% United States $300 United States Canada Canada 127% Central & South America Central & South America Europe 125% Europe Africa Africa $250 Middle East Middle East Asia-Pacific Asia-Pacific 120% 119% $200 117% 116% 115% $150 110% 110% $100 106% 105% 102% $50 100% 95% $0 2025A 2026E 2027E 2028E 2029E 2030E 2025A 2026E 2027E 2028E 2029E 2030E 1) Global D&C spending and Rig Count forecast per Spears & Associates 10
One Global Platform Serving More Customers (1) Complementary Customer Base Supports Growth DTI Shared Customers Saltire Established relationships with both companies today 1) Based on historically material customer relationships for both companies 11
Combined Earnings Power Margin Expansion and Strong Cash Conversion (2) (3) (4) DTI 2026E Saltire Pro Forma DTI + = Guidance Range Run-rate Combined Revenue $155M – $170M $50.4M $205M – $220M (1) $35M – $45M $22.5M $58M – $68M Adj. EBITDA 23% - 26% margin 45% margin 28% - 31% margin Capital Expenditures $18M – $23M $6.7M $25M – $30M (5) (1) $17M – $22M $15.8M $33M – $38M Adj. Free Cash Flow 11% - 13% margin 31% margin 16% - 17% margin 1) Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures. See Non-GAAP Financial Measures in the transaction press release published 10/8/2026 for definitions of these measures and for a discussion of why the Company is unable to reconcile these forward-looking non-GAAP financial measures to the most directly comparable GAAP measures without unreasonable efforts. Adjusted Free Cash Flow is defined as Adjusted EBITDA less Gross Capital Expenditures; margins are calculated as a percentage of Total Revenue. 2) Reflects DTI’s FY2026 guidance as reaffirmed in August 2026. Guidance is subject to change dependent upon market conditions and investment decisions. 3) Saltire run-rate reflects management’s estimates as of 10/8/2026 using recent performance and current visibility. All foreign currency has been converted to USD. 12 4) Pro forma figures represent the sum of DTI and Saltire, excluding any synergies and transaction costs 5) Remains subject to change due to any potential impacts related to growth investments to address opportunities in Norway, as disclosed in August 2026 earnings materials.
Transaction Supports Deleveraging ✓ Transaction expected to Strong free cash flow generation supports immediate be accretive to margins deleveraging and accelerates investments in future and Adjusted FCF without growth opportunities cost synergies in Year 1, promoting immediate Expected Debt Reduction debt paydown (1) Net Debt / LTM Adj. EBITDA ✓ Expected to strengthen balance sheet and ~2.2x improve financial profile Over 50% Reduction ✓ Enhances access to capital markets ~1.0x ✓ Further diversifies revenue to support resilient earnings in any market cycle Est. Leverage at Deal Close Within 24 Months 1) Net Debt to Trailing Twelve-Month Adjusted EBITDA Multiple; Net Debt is defined as Total Debt less Cash and Cash Equivalents 13
Transaction Takeaways Transformational Scale and Natural Strategic Fit Diversification Highly complementary businesses — Eastern Hemisphere increases to ~40% of pro similar operating models, distinct forma revenue, balancing stable Western geographies and limited customer overlap Hemisphere cash flow with international growth opportunities Compelling Standalone Economics Immediate Financial Enhancement Strengthened earnings profile – expected Not dependent on synergies — upside to be accretive to Adj. FCF per share and from commercial pull-through, IP Adj. EBITDA margin without cost synergies deployment and selective efficiencies in Year 1 Clear Deleveraging Path Long-term Seller Alignment Founders retain ~30% pro forma (1) 24-month roadmap to a leverage ratio ownership stake, indicating that the of ~1.0x (over 50% reduction) funded by companies are stronger together and enhanced free cash flow generation meaningful value creation is still ahead 1) Leverage Ratio reflects DTI’s Net Debt to Trailing Twelve-Month Adjusted EBITDA Multiple; Net Debt is defined as Total Debt less Cash and Cash Equivalents 14