Drilling Tools International arranges bond meetings

Drilling Tools International Corp. (DTI) said its wholly owned subsidiary, Drilling Tools International Holdings, Inc., engaged a Norwegian investment bank to arrange fixed-income investor meetings in the Nordic market, commencing October 14, 2026.

Rhea-AI Filing Summary

Drilling Tools International Corp. (DTI) said its wholly owned subsidiary, Drilling Tools International Holdings, Inc., engaged a Norwegian investment bank to arrange fixed-income investor meetings in the Nordic market, commencing October 14, 2026. A U.S. dollar-denominated senior secured bond issue may follow, subject to, among other things, market conditions.

DTI intends to use any net proceeds to partially finance the previously announced acquisition of Saltire Energy Limited, repay its existing term loan in full and a portion of its existing asset-based revolving credit facility, and for general corporate purposes. If issued, the bonds would be offered to qualified institutional buyers under Rule 144A and to non-U.S. persons in offshore transactions under Regulation S.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

Key Terms

senior secured bond issue, qualified institutional buyers, Rule 144A, Regulation S, +1 more

5 terms

senior secured bond issue financial

"A U.S. dollar denominated senior secured bond issue"

qualified institutional buyers regulatory

"persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"in reliance on Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

asset-based revolving credit facility financial

"a portion of its existing asset-based revolving credit facility"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How would DTI use proceeds from the contemplated bond issue?

DTI intends to use net proceeds to partially finance the previously announced acquisition of Saltire Energy Limited, repay its existing term loan in full and a portion of its existing asset-based revolving credit facility, and for general corporate purposes.

When could DTI's contemplated bonds be issued?

Investor meetings in the Nordic market are set to commence October 14, 2026. A U.S. dollar-denominated senior secured bond issue may follow, subject to, among other things, market conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/13/2026 - 06:03 AM EDT Accepted by SEC EDGAR 10/13/2026 - 06:02 AM EDT Learn about SEC filing dates

Drilling Tools International Corp false 0001884516 0001884516 2026-10-13 2026-10-13

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): October 13, 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)		(I.R.S. Employer Identification No.)

10370 Richmond Avenue, Suite 1000 Houston, Texas				77042
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (832) 742-8500

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 8.01. Other Events.

On October 13, 2026, Drilling Tools International Holdings, Inc. (the “Issuer”), a wholly owned subsidiary of Drilling Tools International Corporation, a Delaware corporation (the “Company” or “DTI”), engaged a Norwegian investment bank to arrange a series of fixed income investor meetings in the Nordic market, commencing on October 14, 2026. A U.S. dollar denominated senior secured bond issue by the Issuer (the “Contemplated Bond Issue”) may follow, subject to, among other things, market conditions. The Company intends to use the net proceeds from the Contemplated Bond Issue to partially finance the previously announced acquisition of Saltire Energy Limited, to repay the Company’s existing term loan in full and a portion of its existing asset-based revolving credit facility, and for general corporate purposes.

The bonds, if issued, will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The bonds have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This Current Report on Form 8-K is being filed pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy the bonds or any other securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements and Cautionary Statements

This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding the Contemplated Bond Issue, the intended use of proceeds therefrom and the Company’s acquisition of Saltire Energy Limited. 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 risk that the Contemplated Bond Issue is not completed on the anticipated terms or at all. 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.

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 13, 2026

DRILLING TOOLS INTERNATIONAL CORPORATION
By:		/s/ David R. Johnson
		David R. Johnson
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

3

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB