Drilling Tools (NASDAQ: DTI) CFO fixes Form 4 for 9,181-share tax withholding
Rhea-AI Filing Summary
Drilling Tools International Corp’s Chief Financial Officer, David Richard Johnson, corrected a prior insider report to show that 9,181 shares of common stock were withheld on February 28, 2026 to pay taxes upon RSU vesting, leaving him with 67,430 directly held shares. Footnotes also describe equity incentives granted on February 27, 2026, including 37,336 RSUs vesting over three years and 112,009 PSUs tied to EBITDA performance over a three-year period under the 2026 long-term incentive program.
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Insider Trade Summary
Net Seller: 9,181 shares
Net Sell
6 txns
Insider
Johnson David Richard
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Common Stock | 9,181 | $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 — 67,430 shares (Direct);
Restricted Stock Units — 0 shares (Direct);
Performance Stock Units — 0 shares (Direct);
Stock Option (Right to Buy) — 0 shares (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 37,336 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 112,009 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: 9,181 shares of common stock
Shares held after transaction: 67,430 shares of common stock
RSUs granted: 37,336 RSUs
+2 more
5 metrics
Shares withheld for taxes
9,181 shares of common stock
Withheld by the company on 2026-02-28 to pay taxes upon RSU vesting
Shares held after transaction
67,430 shares of common stock
Directly owned by the CFO following the 9,181-share tax withholding on 2026-02-28
RSUs granted
37,336 RSUs
Granted on 2026-02-27 under the 2023 Omnibus Incentive Plan as part of the 2026 LTIP
PSUs granted
112,009 PSUs
Granted on 2026-02-27; payout tied 100% to EBITDA over a three-year performance period
PSU payout range
50% to 200% of target
Threshold EBITDA achievement yields 50% payout; maximum achievement yields 200% payout opportunity
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 37,336 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.
long-term incentive program financial
"pursuant to the 2026 long-term incentive program approved by the Board of Directors"
A long-term incentive program is a company plan that pays executives or employees rewards—often stock, options, or cash—only if the business hits performance goals over several years. It matters to investors because these payouts align managers’ interests with shareholders, encouraging decisions that boost sustained growth and share value rather than short-term gains; think of it as a multi-year bonus tied to measurable company outcomes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Drilling Tools (DTI) disclose in this Form 4/A amendment?
The amendment shows that 9,181 shares of Drilling Tools common stock were withheld for taxes on February 28, 2026 following RSU vesting, and confirms the CFO now directly holds 67,430 shares after this tax-related disposition.
How many RSUs were granted to the DTI CFO under the 2026 long-term incentive program?
On February 27, 2026, the CFO was granted 37,336 restricted stock units (RSUs) under Drilling Tools’ 2023 Omnibus Incentive Plan as part of the 2026 long-term incentive program, vesting in substantially equal installments over three anniversaries.
What are the key terms of the 112,009 PSUs granted to the DTI CFO?
The CFO received 112,009 performance stock units (PSUs) on February 27, 2026. These PSUs are tied 100% to EBITDA performance over a three-year period, with payout from 50% of target at threshold to 200% at maximum achievement.
What does code F mean for the DTI CFO’s Form 4/A transaction?
Transaction code F represents payment of tax liability by delivering or withholding securities. Here, 9,181 shares of Drilling Tools common stock were withheld by the company to satisfy the CFO’s tax obligations from RSU vesting.
Are the DTI CFO’s stock options reported in this Form 4/A fully vested?
A footnote states that all shares of common stock subject to the reported stock options are vested. Earlier, two-thirds vested over the first two anniversaries of the grant date, with the remaining one-third vesting by February 14, 2024.