DTI executive sells 2,083 shares under 10b5-1 plan
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.
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Form Type
4
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
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);
Restricted Stock Units — 0 contracts (Direct);
Performance Stock Units — 0 contracts (Direct);
Stock Option (Right to Buy) — 0 contracts (Direct)
Footnotes (8)
- F1. This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.
- F2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Drilling Tools International Corp's (the "Company") common stock.
- F3. The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025.
- F4. 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.
- F5. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.
- F6. 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.
- F7. 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.
- F8. 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"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
