Curtis Crofford Reports 42,338 RSUs and Multiple Share Distributions at DTI

Rhea-AI Filing Summary

Curtis L. Crofford, a director of Drilling Tools International Corp (DTI), reported multiple acquisitions of DTI common stock and vesting of restricted stock units received at no cost. On 09/13/2024 he received 2,820 shares from HHEP Directional, L.P.'s pro rata distribution, bringing his total to 77,820 shares. Subsequent no-cost distributions increased his holdings to 91,532 shares on 05/14/2025, 95,374 shares on 06/06/2025, and 97,551 shares on 09/12/2025 following acquisitions of 13,712, 3,842 and 2,177 shares respectively. Separate equity awards consist of 28,626 restricted stock units granted 05/13/2025 that will convert one-for-one to common shares and 13,712 RSUs granted 05/14/2025 that vested per the filing; the RSUs have $0 exercise price and vesting occurs 100% on the one-year anniversary of grant.

Positive

• Insider increased direct ownership from 77,820 to 97,551 common shares via no-cost distributions
• Significant RSU awards totaling 42,338 units that convert one-for-one to common shares with 100% one-year vesting
• Transactions disclosed under Section 16 with a manually signed Form 4, supporting transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Director Crofford materially increased his equity stake through pro rata distributions and RSU awards, modestly raising insider ownership.

The filings show a sequence of no-consideration share distributions from HHEP Directional, L.P. and RSU grants that convert one-for-one into common stock. Total reported beneficial ownership rose from 77,820 shares to 97,551 shares across the listed transactions. The RSU grants total 42,338 units with stated 100% vesting on the one-year anniversary, and the filing indicates $0 issuance cost. For investors, these entries document insider share accumulation and compensation settlement in equity but do not disclose cash flows, valuation assumptions, or changes to company operations.

Corporate Governance Expert

TL;DR: Transactions reflect routine insider distributions and equity compensation with standard vesting; no governance red flags apparent.

The Form 4 reports pro rata distributions from an LP and the issuance/vesting of restricted stock units to a director. The nature of ownership is direct rather than indirect, and the RSUs vesting terms are explicitly 100% at one year. The document is complete for Section 16 reporting purposes and contains a signed declaration. There are no disclosed related-party conflicts, derivative exercises, or sales that would raise immediate governance concerns in this filing.

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^*

Crofford Curt L.

(Last) (First) (Middle)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2024

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	09/13/2024		J(1)		2,820	A	$0	77,820	D
Common Stock	05/14/2025		M		13,712	A	$0	91,532	D
Common Stock	06/06/2025		J(2)		3,842	A	$0	95,374	D
Common Stock	09/12/2025		J(3)		2,177	A	$0	97,551	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	(4)	05/13/2025		A		28,626		(5)	(5)	Common Stock	28,626	$0	28,626	D
Restricted Stock Units	(4)	05/14/2025		M			13,712	(6)	(6)	Common Stock	13,712	$0	0	D

Explanation of Responses:

1. 2,820 shares of Drilling Tools International Corporation's ("DTI") common stock received as a result of HHEP Directional, L.P.'s pro rata distribution of shares to its limited partners for no consideration.

2. 3,842 shares of DTI's common stock received as a result of HHEP Directional, L.P.'s pro rata distribution of shares to its limited partners for no consideration.

3. 2,177 shares of DTI's common stock received as a result of HHEP Directional, L.P.'s pro rata distribution of shares to its limited partners for no consideration.

4. Each restricted stock unit represents a contingent right to receive one share of DTI's common stock.

5. The restricted stock units vest 100% upon the one-year anniversary of the grant date.

6. The restricted stock units vested 100% upon the one-year anniversary of the grant date.

	/s/ Curtis L. Crofford	09/15/2025
	** 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.
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FAQ

What transactions did Curtis L. Crofford report on Form 4 for DTI?

He reported receipt of common stock from pro rata distributions on 09/13/2024 (2,820 shares), 05/14/2025 (13,712 shares), 06/06/2025 (3,842 shares), and 09/12/2025 (2,177 shares), and RSU grants dated 05/13/2025 (28,626 RSUs) and 05/14/2025 (13,712 RSUs).

How many shares does Crofford beneficially own after the reported transactions?

The Form 4 shows 97,551 common shares beneficially owned following the last reported transaction.

What are the terms of the restricted stock units reported?

Each RSU converts one-for-one into common stock, the RSUs have a $0 price, and the filing states they vest 100% on the one-year anniversary of the grant.

Were any shares acquired for cash consideration according to the filing?

No; all reported shares and RSUs were received for no consideration as indicated by a $0 price and distributions 'for no consideration.'

Is the reported ownership direct or indirect?

The Form 4 indicates direct ownership for the common shares and RSUs reported.