Drilling Tools International (DTI) exec sells under 10b5-1 plan
Rhea-AI Filing Summary
Drilling Tools International Corp executive Michael Wayne Domino Jr., President of the DTR Division, reported selling 2,083 shares of common stock on August 14, 2026 at $2.50 per share in a sale classified as an open-market or private transaction, completed pursuant to a Rule 10b5-1 trading plan adopted on November 17, 2025. Following this sale, he directly holds 1,430,006 shares of common stock. He also holds various equity awards, including time-based restricted stock units granted on February 27, 2026 that vest in three annual installments, and earlier RSUs vesting over four years from February 28, 2025. In addition, he was granted 68,577 performance stock units on February 27, 2026 with EBITDA-based performance conditions over a three-year period, offering a 50% payout at threshold and up to 200% at maximum performance. All shares subject to certain reported stock options are stated to be fully vested.
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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 F1 | 2,083 | $2.50 | $5K |
| holding | Restricted Stock Units F2, F3 | -- | -- | -- |
| holding | Restricted Stock Units F2, F4 | -- | -- | -- |
| holding | Performance Stock Units F5, F6 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F7 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F8 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 1,430,006 shares (Direct);
Restricted Stock Units — 0 shares (Direct);
Performance Stock Units — 0 shares (Direct);
Stock Option (Right to Buy) — 0 shares (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: $2.50 per share
Shares held after sale: 1,430,006 shares
+5 more
8 metrics
Shares sold
2,083 shares
Common stock sale on August 14, 2026
Sale price
$2.50 per share
Price for 2,083 common shares sold on August 14, 2026
Shares held after sale
1,430,006 shares
Direct common stock ownership following the reported transaction
RSU grant
22,859 RSUs
Restricted stock units granted February 27, 2026 under 2026 LTIP
PSU grant
68,577 PSUs
Performance stock units granted February 27, 2026 under 2026 LTIP
PSU threshold payout
50%
Payout opportunity at threshold EBITDA performance for PSUs
PSU maximum payout
200%
Payout opportunity at maximum EBITDA performance for PSUs
10b5-1 plan adoption date
November 17, 2025
Date the Rule 10b5-1 trading plan governing the sale was adopted
Key Terms
Rule 10b5-1 trading plan, Restricted Stock Units, Performance Stock Units, Omnibus Incentive Plan, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"transaction was completed pursuant to a Rule 10b5-1 trading plan"
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 Units financial
"Each restricted stock unit ("RSU") represents a contingent right"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Each performance stock unit ("PSU") represents a contingent right"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Omnibus Incentive Plan financial
"under the Company's 2023 Omnibus Incentive Plan, as may be amended"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
long-term incentive program financial
"pursuant to the 2026 long-term incentive program approved by the Board"
A long-term incentive program is a company plan that pays executives or employees rewards—often stock, options, or cash—only if the business hits performance goals over several years. It matters to investors because these payouts align managers’ interests with shareholders, encouraging decisions that boost sustained growth and share value rather than short-term gains; think of it as a multi-year bonus tied to measurable company outcomes.
FAQ
What insider transaction did DTI executive Michael Wayne Domino Jr. report on this Form 4?
Michael Wayne Domino Jr. reported selling 2,083 shares of Drilling Tools International Corp common stock at $2.50 per share on August 14, 2026. The transaction is described as a sale in an open-market or private transaction.
Was the DTI insider sale by Michael Wayne Domino Jr. under a Rule 10b5-1 plan?
Yes. The reported sale of 2,083 shares was completed pursuant to a Rule 10b5-1 trading plan adopted by Michael Wayne Domino Jr. on November 17, 2025. Such plans pre-arrange trades according to specified instructions.
What RSU grants for DTI stock does Michael Wayne Domino Jr. have outstanding?
Michael Wayne Domino Jr. was granted 22,859 restricted stock units on February 27, 2026 under Drilling Tools International Corp’s 2023 Omnibus Incentive Plan. These RSUs vest in substantially equal installments on each of the first three anniversaries of the grant date, subject to continued service.
What are the terms of the performance stock units (PSUs) held by the DTI executive?
On February 27, 2026, Michael Wayne Domino Jr. was granted 68,577 performance stock units tied to EBITDA-based performance over three years. Achievement at threshold provides a 50% payout opportunity, while achievement at maximum performance provides a 200% payout opportunity.
Are Michael Wayne Domino Jr.’s DTI stock options vested according to this Form 4?
The filing states that all shares of common stock subject to certain reported stock options are vested. Earlier, two-thirds vested over the first two anniversaries of the grant, with the remaining one-third scheduled to vest on February 14, 2024.
AI-generated analysis. How Rhea-AI works. Not financial advice.
