Drilling Tools CEO amends Form 4 on tax withholding
Drilling Tools International Corp CEO and director Robert Wayne Prejean reported tax-related share withholding and new equity awards.
Rhea-AI Filing Summary
Drilling Tools International Corp CEO and director Robert Wayne Prejean reported tax-related share withholding and new equity awards. On February 28, 2026, the company withheld 18,543 shares of common stock from vested RSUs to cover tax obligations, leaving him with 491,076 common shares held directly. An earlier Form 4 had overstated the shares retained; this amendment corrects that amount. Footnotes also describe a February 27, 2026 grant of 85,721 restricted stock units vesting over three years and 257,162 performance stock units tied to EBITDA-based performance over a three-year period, plus stock options for which all underlying shares are vested.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise Price or Tax Liability: 18,543 shares
Exercise Price or Tax Liability
6 txns
Insider
Prejean Robert Wayne
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Common Stock | 18,543 | $0.00 | $0.00 |
| holding | Restricted Stock Units F1, F2 | -- | -- | -- |
| holding | Restricted Stock Units F1, F3 | -- | -- | -- |
| holding | Performance Stock Units F4, F5 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F6 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F7 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 491,076 shares (Direct);
Restricted Stock Units — 0 contracts (Direct);
Performance Stock Units — 0 contracts (Direct);
Stock Option (Right to Buy) — 0 contracts (Direct)
Footnotes (7)
- F1. Each RSU represents a contingent right to receive one share of the Company common stock.
- F2. The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025.
- F3. On February 27, 2026, the reporting person was granted 85,721 RSUs under the Company's 2023 Omnibus Incentive Plan, as may be amended from time to time (the "Plan"), pursuant to the 2026 long-term incentive program approved by the Board of Directors (the "2026 LTIP"). The RSUs vest in substantially equal installments on each of the first three (3) anniversaries of the grant date, subject to continued service.
- F4. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.
- F5. On February 27, 2026, the reporting person was granted 257,162 PSUs under the Plan, pursuant to the 2026 LTIP. The PSUs are subject to the achievement of performance conditions based on EBITDA, weighted at 100%, with annual reset over a three-year performance vesting period. Achievement at threshold results in a 50% payout opportunity, while achievement at maximum results in a 200% payout opportunity.
- F6. Two-thirds (2/3) of the stock options have vested in substantially equal installments on each of the first two (2) anniversaries of the grant date, with the remaining one-third (1/3) scheduled to vest on the third (3rd) anniversary of the grant date, February 14, 2024.
- F7. All shares of common stock subject to the stock options are vested.
Key Figures
Shares withheld for taxes: 18,543 shares
Common shares held after transaction: 491,076 shares
2026 RSU grant: 85,721 units
+3 more
6 metrics
Shares withheld for taxes
18,543 shares
Common stock withheld from vested RSUs on 2026-02-28 to cover tax obligations
Common shares held after transaction
491,076 shares
Direct Drilling Tools common stock holdings following the 2026-02-28 tax withholding
2026 RSU grant
85,721 units
Restricted stock units granted on 2026-02-27 under the 2023 Omnibus Incentive Plan and 2026 LTIP
2026 PSU grant
257,162 units
Performance stock units granted on 2026-02-27, with EBITDA-based performance conditions over three years
PSU threshold payout
50%
Payout opportunity at threshold EBITDA performance for 2026 PSU award
PSU maximum payout
200%
Payout opportunity at maximum EBITDA performance for 2026 PSU award
Key Terms
Restricted Stock Units, Performance Stock Units, EBITDA, Omnibus Incentive Plan, +1 more
5 terms
Restricted Stock Units financial
"Each RSU represents a contingent right to receive one share of the Company common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Each performance stock unit ("PSU") represents a contingent right to receive one share"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
EBITDA financial
"The PSUs are subject to the achievement of performance conditions based on EBITDA, weighted at 100%"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
Omnibus Incentive Plan financial
"granted 85,721 RSUs under the Company's 2023 Omnibus Incentive Plan, as may be amended"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
dispositive power financial
"may be deemed to have voting power and dispositive power over the shares held by Robjon"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Drilling Tools (DTI) report for February 28, 2026?
Drilling Tools reported that CEO Robert Wayne Prejean had 18,543 common shares withheld to satisfy tax obligations on vested RSUs. This was a withholding for taxes, not an open-market share sale, and is coded as a tax-liability disposition.
What 2026 RSU awards did Drilling Tools (DTI) grant to its CEO?
On February 27, 2026, the CEO was granted 85,721 restricted stock units under the company’s 2023 Omnibus Incentive Plan and 2026 LTIP. These RSUs vest in three equal annual installments, subject to his continued service with Drilling Tools.
What are the terms of the 2026 PSU grant reported by Drilling Tools (DTI)?
The CEO received 257,162 performance stock units on February 27, 2026. These PSUs vest over a three-year performance period based on EBITDA, with threshold performance paying 50% of target units and maximum performance paying 200% of target units.
Are the stock options held by the Drilling Tools (DTI) CEO vested as of this report?
Yes. Footnotes state that all shares of common stock subject to the stock options are vested. Earlier tranches vested over the first two anniversaries of the grant date, and the remaining portion was scheduled to vest by February 14, 2024.
Why did Drilling Tools (DTI) file an amended Form 4 for its CEO?
An earlier Form 4 mistakenly reported the number of shares the CEO retained after RSU vesting. The amendment clarifies that 18,543 shares were withheld by the company for taxes, and it updates his correct post-transaction holdings accordingly.
AI-generated analysis. How Rhea-AI works. Not financial advice.
