Drilling Tools (NYSE: DTI) executive sells shares and receives RSU, PSU grants

Rhea-AI Filing Summary

Drilling Tools International Corp President, DTR Division, Michael Wayne Domino Jr. reported an open-market sale of 2,083 shares of common stock at $2.56 per share. After this trade, he directly holds 1,439,584 common shares.

The sale was completed under a pre-arranged Rule 10b5-1 trading plan adopted on November 17, 2025, indicating it was scheduled in advance. On February 27, 2026, he was also granted 22,859 restricted stock units and 68,577 performance stock units under the 2026 long-term incentive program, with vesting tied to time and EBITDA-based performance over three years.

Insider Trade Summary 10b5-1

Net Seller: 2,083 shares ($5,332)

Net Sell 6 txns

Insider Domino Michael Wayne Jr.

Role President, DTR Division

Sold 2,083 shs ($5K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,083	$2.56	$5K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Performance Stock Units	--	--	--
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--

Holdings After Transaction: Common Stock — 1,439,584 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null); Performance Stock Units — 0 shares (Direct, null); Stock Option (Right to Buy) — 0 shares (Direct, null)

Footnotes (1)

1. This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Drilling Tools International Corp's (the "Company") common stock. The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025. On February 27, 2026, the reporting person was granted 22,859 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. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock. On February 27, 2026, the reporting person was granted 68,577 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. 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. All shares of common stock subject to the stock options are vested.

Key Figures

Shares sold: 2,083 shares Sale price: $2.56 per share Shares held after sale: 1,439,584 shares +3 more

6 metrics

Shares sold 2,083 shares Open-market sale of common stock

Sale price $2.56 per share Price for 2,083-share sale of common stock

Shares held after sale 1,439,584 shares Direct common stock holdings following transaction

2026 RSU grant 22,859 RSUs Granted February 27, 2026 under 2023 Omnibus Incentive Plan

2026 PSU grant 68,577 PSUs Granted February 27, 2026 with EBITDA-based performance conditions

PSU payout range 50%–200% Payout versus target based on EBITDA performance for PSUs

Key Terms

Rule 10b5-1 trading plan, restricted stock unit ("RSU"), performance stock unit ("PSU"), EBITDA, +2 more

6 terms

Rule 10b5-1 trading plan regulatory

"This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock unit ("RSU") financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

performance stock unit ("PSU") financial

"Each performance stock unit ("PSU") represents a contingent right to receive one share"

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.

2023 Omnibus Incentive Plan financial

"granted 22,859 RSUs under the Company's 2023 Omnibus Incentive Plan"

2026 long-term incentive program financial

"pursuant to the 2026 long-term incentive program approved by the Board of Directors"

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Domino Michael Wayne Jr.

(Last) (First) (Middle)

C/O DRILLING TOOLS INTERNATIONAL CORP.

10370 RICHMOND AVENUE, SUITE 1000

(Street)

HOUSTON TEXAS 77042

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	President, DTR Division

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

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

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

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	06/15/2026		S(1)		2,083	D	$2.56	1,439,584	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	(2)							(3)	(3)	Common Stock	(3)		75,829	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	(4)		22,859	D
Performance Stock Units	(5)							(6)	(6)	Common Stock	(6)		68,577	D
Stock Option (Right to Buy)	(7)							(7)	(7)	Common Stock	(7)		300,000	D
Stock Option (Right to Buy)	(8)							(8)	(8)	Common Stock	(8)		370,264	D

Explanation of Responses:

1. This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

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

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

4. On February 27, 2026, the reporting person was granted 22,859 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.

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

6. On February 27, 2026, the reporting person was granted 68,577 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.

7. 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.

8. All shares of common stock subject to the stock options are vested.

	/s/ Michael Wayne Domino Jr.	06/15/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did DTI executive Michael Wayne Domino Jr. report?

Michael Wayne Domino Jr. reported selling 2,083 shares of Drilling Tools International common stock at $2.56 per share. This open-market sale left him with 1,439,584 directly held shares, according to the Form 4 filing.

Was the DTI Form 4 stock sale made under a Rule 10b5-1 plan?

Yes. The filing states the 2,083-share sale was completed under a Rule 10b5-1 trading plan adopted on November 17, 2025. Such plans pre-schedule trades, reducing the significance of short-term market timing for the transaction.

How many Drilling Tools International shares does the insider hold after this sale?

Following the reported 2,083-share sale, Michael Wayne Domino Jr. directly holds 1,439,584 shares of Drilling Tools International common stock. This context shows the sale represents a small portion of his total reported holdings.

What RSU awards did DTI grant to Michael Wayne Domino Jr. in 2026?

On February 27, 2026, he was granted 22,859 restricted stock units under Drilling Tools International’s 2023 Omnibus Incentive Plan. These RSUs vest in substantially equal installments over three years, subject to continued service with the company.

What PSU awards tied to EBITDA did DTI grant this insider?

On February 27, 2026, he received 68,577 performance stock units, fully tied to EBITDA performance over a three-year period. Payouts range from 50% at threshold performance to 200% at maximum performance, based on defined EBITDA goals.

How do the DTI stock options referenced in the filing vest?

The filing explains that two-thirds of the referenced stock options vested in equal installments on the first two anniversaries of the grant date, with the remaining one-third scheduled to vest on the third anniversary, February 14, 2024, and now fully vested.