Drilling Tools (DTI) officer receives 101,106 RSUs with multi‑year vesting

Rhea-AI Filing Summary

Drilling Tools International Corp (DTI) insider grant: Michael Wayne Domino Jr., President of the DTR Division and an officer and director, was granted 101,106 restricted stock units (RSUs) on 02/19/2025. Each RSU converts to one share of common stock and the reported transaction shows 101,106 shares beneficially owned following the grant at a reported price of $0. The RSUs vest in substantially equal installments on each of the first four anniversaries of the grant date.

Positive

• Grant of 101,106 RSUs to an officer and director is clearly disclosed, with one‑for‑one conversion to common stock
• Time‑based vesting over four years aligns the reporting person’s interests with long‑term shareholder outcomes

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Officer awarded time‑based RSUs of 101,106 shares to incentivize retention over four years.

The Form 4 discloses a time‑based restricted stock unit grant to the company officer and director. The RSUs have a grant date of 02/19/2025, convert one‑for‑one into common shares, and vest in substantially equal installments over four years. From a governance perspective, this is a routine compensation action that aligns the executive's interests with long‑term shareholder value through multi‑year vesting. The filing reports direct beneficial ownership of 101,106 shares following the grant.

Compensation Analyst

TL;DR: Grant structure is typical for retention—time‑based vesting over four years with no exercise price.

The award of 101,106 RSUs at a reported price of $0 indicates restricted units rather than options. Vesting in substantially equal annual installments across four years suggests a retention and performance alignment focus. The disclosure is specific about the conversion ratio (one RSU equals one share) and the post‑grant beneficial ownership count. There are no details in the filing about service conditions, performance targets, or acceleration clauses.

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

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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^*

Domino Michael Wayne Jr.

(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)
	President, DTR Division

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2025

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

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)	02/19/2025		A		101,106		(2)	(2)	Common Stock	101,106	$0	101,106	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 vest in substantially equal installments on each of the first four (4) anniversaries of the grant date.

	/s/ Michael Wayne Domino Jr.	09/16/2025
	** 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 Michael Wayne Domino Jr. report on the Form 4 for DTI?

He reported a grant of 101,106 restricted stock units (RSUs) dated 02/19/2025 and beneficial ownership of 101,106 shares following the grant.

How do the RSUs granted to the DTI officer convert to shares?

Each RSU represents a contingent right to receive one share of Drilling Tools International Corporation common stock.

When do the restricted stock units vest for the DTI grant?

The RSUs vest in substantially equal installments on each of the first four anniversaries of the grant date.

What price was reported for the RSU grant on the Form 4?

The Form 4 reports a price of $0 for the restricted stock units, consistent with typical RSU grants.

What is Michael Wayne Domino Jr.'s role at Drilling Tools International Corp?

He is reported as a director and an officer serving as President, DTR Division.