Drilling Tools (NYSE: DTI) officer granted RSUs and PSUs

Rhea-AI Filing Summary

Drilling Tools International Corp officer Trent Pope reported new equity awards and a routine vesting event. On February 27, 2026, he was granted 22,502 restricted stock units (RSUs) and 67,505 performance stock units (PSUs) under the company’s 2023 Omnibus Incentive Plan as part of the 2026 long-term incentive program.

Each RSU and PSU represents a right to receive one share of common stock. The RSUs vest in substantially equal installments over three years, subject to continued service. The PSUs vest over a three-year period based on EBITDA performance, with payout opportunities from 50% of target at threshold to 200% at maximum.

On February 28, 2026, Pope exercised 15,000 RSUs, acquiring 15,000 shares of common stock at a price of $0.00 per share. Following these transactions, he directly holds 45,000 RSUs and 15,000 shares of common stock, and the filing shows no remaining stock option underlying shares.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pope Trent

(Last) (First) (Middle)

C/O DRILLING TOOLS INTERNATIONAL CORP.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/28/2026		M		15,000	A	$0	15,000	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)	02/28/2026		M		15,000		(2)	(2)	Common Stock	15,000	$0	45,000	D
Restricted Stock Units	(1)	02/27/2026		A		22,502		(3)	(3)	Common Stock	22,502	$0	22,502	D
Performance Stock Units	(4)	02/27/2026		A		67,505		(5)	(5)	Common Stock	67,505	$0	67,505	D
Stock Option (Right to Buy)	(6)							(6)	(6)	Common Stock	(6)		75,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Drilling Tools International Corp's (the "Company") common stock.

2. The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025.

3. On February 27, 2026, the reporting person was granted 22,502 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.

4. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.

5. On February 27, 2026, the reporting person was granted 67,505 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.

6. 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.

Remarks:

Vice President - Wellbore Optimization

	/s/ Trent Pope	03/12/2026
	** 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).
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FAQ

What equity awards did Trent Pope report in Drilling Tools International (DTI) Form 4?

Trent Pope reported receiving 22,502 RSUs and 67,505 PSUs on February 27, 2026. Both were granted under Drilling Tools’ 2023 Omnibus Incentive Plan as part of the 2026 long-term incentive program approved by the board.

How do the new RSUs granted to Trent Pope at DTI vest?

The 22,502 RSUs granted to Trent Pope vest in substantially equal installments on each of the first three anniversaries of the February 27, 2026 grant date. Vesting is conditioned on his continued service with Drilling Tools International Corp.

What are the performance conditions for Trent Pope’s PSUs at Drilling Tools (DTI)?

The 67,505 PSUs granted to Trent Pope vest over a three-year performance period based on EBITDA, weighted at 100%. Achievement at threshold pays 50% of target, while maximum performance pays 200% of target shares.

What vesting and share acquisition did Trent Pope report on February 28, 2026 for DTI?

On February 28, 2026, Trent Pope exercised 15,000 RSUs, acquiring 15,000 common shares at $0.00 per share. This transaction reflects RSUs converting into common stock rather than an open‑market purchase or sale.

What are Trent Pope’s reported holdings after these Form 4 transactions at DTI?

After the reported transactions, Trent Pope directly holds 45,000 RSUs and 15,000 shares of Drilling Tools International common stock. The filing also shows a stock option position with 0 underlying shares remaining following these updates.

Are Trent Pope’s recent DTI equity transactions open-market buys or compensation awards?

The reported transactions are compensation-related awards and vesting, not open-market trades. They include RSU and PSU grants at $0.00 per unit and an RSU exercise converting 15,000 units into common stock at no cash exercise price.