Drilling Tools (DTI) Form 4 Shows RSU Vesting Increasing Insider Holdings

Rhea-AI Filing Summary

Insider transactions reported for Drilling Tools International Corp (DTI)

Director Thomas Monroe Patterson received restricted stock units and recorded acquisitions of common stock tied to those awards. On 05/14/2024 he acquired 18,610 shares (recorded at $0) increasing his beneficial ownership to 78,745 shares. The filing also reports a 05/14/2025 acquisition of 13,712 shares (recorded at $0) that increases beneficial ownership to 92,457 shares. The derivative schedule shows restricted stock units: 18,610 units tied to the 05/14/2024 grant that vested 100% on grant date, 28,626 units granted 05/13/2025 that vest on the one-year anniversary, and 13,712 units from 05/14/2025 that vest on the one-year anniversary. The form is signed by Thomas Monroe Patterson.

Positive

• Insider ownership increased after vesting, with beneficial ownership reported at 78,745 shares following the 05/14/2024 transaction
• Clear disclosure of RSU terms including vesting schedules and amounts (100% vesting for 05/14/2024 grant; one-year vesting for 05/13/2025 and 05/14/2025 grants)

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received vested RSUs and increased direct holdings; transactions are issuance/vesting events, not open-market purchases.

The report documents compensation-related equity issuances to a director that converted restricted stock units into common shares and increased his direct beneficial ownership to 78,745 shares after the 05/14/2024 vesting event and to 92,457 shares considering the 05/14/2025 entry. These are corporate equity compensation events recorded at $0, indicating conversion of awards rather than cash purchases. For investors, this clarifies insider ownership changes but does not indicate an open-market acquisition or disposal.

Corporate Governance Expert

TL;DR: Report reflects routine executive compensation vesting and disclosure compliance by a director.

The filing shows standard disclosure of restricted stock unit grants and vesting. The 100% vesting language for the 05/14/2024 grant and one-year vesting for later grants are explicitly stated. Signature and filing details are present, indicating Form 4 compliance. No departures, grants tied to performance metrics, or unusual transfer mechanisms are disclosed in this document.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Patterson Thomas Monroe

(Last) (First) (Middle)

10370 RICHMOND AVENUE, SUITE 1000

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Drilling Tools International Corp [ DTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2024		M		18,610	A	$0	78,745	D
Common Stock	05/14/2025		M		13,712	A	$0	92,457	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/14/2024		M			18,610	(2)	(2)	Common Stock	18,610	$0	0	D
Restricted Stock Units	(1)	05/13/2025		A		28,626		(3)	(3)	Common Stock	28,626	$0	28,626	D
Restricted Stock Units	(1)	05/14/2025		M			13,712	(4)	(4)	Common Stock	13,712	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Drilling Tools International Corporation's common stock.

2. The restricted stock units vested 100% on the grant date.

3. The restricted stock units vest 100% upon the one-year anniversary of the grant date.

4. The restricted stock units vested 100% upon the one-year anniversary of the grant date.

	/s/ Thomas Monroe Patterson	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Thomas Monroe Patterson report on Form 4 for DTI?

He reported acquisitions tied to restricted stock units: 18,610 shares on 05/14/2024 and 13,712 shares on 05/14/2025, reflected as increases in beneficial ownership.

How many shares did the 05/14/2024 vesting produce for the director?

18,610 shares were recorded as acquired on 05/14/2024 and the related RSUs vested 100% on the grant date.

Were these open-market purchases or equity compensation events?

Equity compensation events: Transactions are conversions/vestings of restricted stock units recorded at $0, not open-market cash purchases.

What is the director’s beneficial ownership after the reported transactions?

78,745 shares following the 05/14/2024 transaction and 92,457 shares as shown for the 05/14/2025 entry.

Do the RSUs have vesting conditions disclosed in the form?

Yes: The form states the 05/14/2024 RSUs vested 100% on grant date and the 05/13/2025 and 05/14/2025 RSUs vest 100% on the one-year anniversary.