Drilling Tools (NYSE: DTI) CEO receives RSU and PSU grants, exercises RSUs

Rhea-AI Filing Summary

Drilling Tools International Corp Chief Executive Officer Robert Wayne Prejean reported equity compensation activity. On February 27, 2026, he received 85,721 restricted stock units and 257,162 performance stock units under the 2026 long-term incentive program, with PSUs tied to EBITDA performance over three years. On February 28, 2026, he exercised 71,090 RSUs into common stock at no cash exercise price, increasing his direct common stock holdings to 509,619 shares.

Insights

Equity compensation analyst

CEO received stock-based awards and exercised RSUs, a routine compensation event with no open‑market trading.

The CEO of Drilling Tools International Corp, Robert Wayne Prejean, received RSU and PSU grants under the 2026 long-term incentive program and exercised previously granted RSUs into common shares. All transactions were recorded at a $0.0000 exercise price, confirming these are compensation-related awards rather than market purchases.

The 257,162 PSUs are subject to EBITDA-based performance conditions over a three-year period, with payout ranging from 50% of target at threshold to 200% at maximum achievement. The Form 4 shows his direct common stock holdings at 509,619 shares after the RSU conversion, indicating he retains a substantial equity stake aligned with long-term company performance.

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^*

Prejean Robert Wayne

(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)

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

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		71,090	A	$0	509,619	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			71,090	(2)	(2)	Common Stock	71,090	$0	213,270	D
Restricted Stock Units	(1)	02/27/2026		A		85,721		(3)	(3)	Common Stock	85,721	$0	85,721	D
Performance Stock Units	(4)	02/27/2026		A		257,162		(5)	(5)	Common Stock	257,162	$0	257,162	D
Stock Option (Right to Buy)	(6)							(6)	(6)	Common Stock	(6)		1,000,000	D
Stock Option (Right to Buy)	(7)							(7)	(7)	Common Stock	(7)		1,201,872	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 85,721 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 257,162 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.

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

Remarks:

1. The Reporting Person may be deemed to have voting power and dispositive power over the shares held by Robjon Holdings, L.P. ("Robjon"). The Reporting Person is the President, Manager and sole owner of Robjon LLC, Robjon's general partner. The Reporting Person disclaims any beneficial ownership of any shares of common stock held by Robjon, other than his pecuniary interest therein.

	/s/ Robert Wayne Prejean	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Drilling Tools International (DTI) grant to its CEO?

Drilling Tools International granted CEO Robert Wayne Prejean 85,721 restricted stock units and 257,162 performance stock units on February 27, 2026 under its 2026 long-term incentive program, providing stock-based compensation tied to time-based vesting and future EBITDA performance.

How are the new RSUs for DTI’s CEO structured and when do they vest?

The CEO’s 85,721 RSUs granted February 27, 2026 vest in substantially equal installments on each of the first three anniversaries of the grant date, subject to continued service, aligning compensation with multi-year retention at Drilling Tools International.

What performance conditions apply to DTI CEO’s 257,162 performance stock units?

Each PSU represents a right to one Drilling Tools International common share, subject to EBITDA-based performance over a three-year period. Threshold achievement pays 50% of target units, while maximum performance pays 200%, creating upside if the company meets ambitious earnings targets.

Did the DTI CEO buy or sell common stock on the open market in this Form 4?

No open-market purchases or sales are reported. The Form 4 shows 71,090 RSUs exercised into common stock at a $0.0000 price, converting previously awarded units into shares as part of stock-based compensation rather than market trading activity.

How many DTI common shares does the CEO hold after these transactions?

After exercising 71,090 restricted stock units into common stock on February 28, 2026, CEO Robert Wayne Prejean directly holds 509,619 shares of Drilling Tools International common stock, reflecting his ongoing equity stake following the reported compensation-related transactions.

What does the Form 4 reveal about DTI CEO’s stock options position?

The filing indicates all common stock subject to the CEO’s stock options is vested. Derivative summary entries show stock option positions recorded with 0.0000 underlying shares remaining, meaning no unvested option-based equity exposure is disclosed in this specific report.