Drilling Tools (DTI) Form 4: 123,855 Restricted Stock Units to CFO

Rhea-AI Filing Summary

Drilling Tools International Corp (DTI) reported a Form 4 showing that David Richard Johnson, the company's Chief Financial Officer, was granted 123,855 restricted stock units (RSUs) on 02/19/2025. Each RSU represents a contingent right to receive one share of common stock and the units vest in substantially equal installments on each of the first four anniversaries of the grant date. Following the grant, Mr. Johnson is recorded as beneficially owning 123,855 shares attributable to these RSUs. The form is signed by the reporting person on 09/15/2025.

Positive

• Grant documented: 123,855 restricted stock units awarded to the CFO as disclosed on Form 4
• Clear vesting schedule: RSUs vest in substantially equal installments on each of the first four anniversaries of the grant date
• One-to-one conversion: Each RSU represents a contingent right to receive one share of common stock

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CFO received a multi-year restricted stock unit award of 123,855 shares that vests over four years.

The filing documents a standard equity-based compensation award to the Chief Financial Officer: 123,855 RSUs granted 02/19/2025, each converting to one share upon vesting. Vesting occurs in substantially equal installments on the first four anniversaries of the grant, which ties equity realization to continued service over four years. The disclosure is routine for officer compensation and provides clear vesting schedule and post-grant beneficial ownership.

Compensation Analyst

TL;DR: A single RSU grant is recorded; the form specifies grant size, vesting cadence, and resulting beneficial ownership.

The Form 4 identifies 123,855 RSUs awarded to David Richard Johnson with a transaction date of 02/19/2025 and a $0 per-unit price, consistent with restricted units rather than an option purchase. The units vest in substantially equal annual installments over four years, indicating multi-year retention incentives. The report lists the resulting beneficial ownership as 123,855 shares attributable to the RSUs.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Johnson David Richard

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	123,855	$0.00	--

Holdings After Transaction: Restricted Stock Units — 123,855 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Drilling Tools International Corporation's common stock. The Restricted Stock Units vest in substantially equal installments on each of the first four (4) anniversaries of the grant date.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Johnson David Richard

(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)
	Chief Financial Officer

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		123,855		(2)	(2)	Common Stock	123,855	$0	123,855	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/ David Richard Johnson	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.
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 David Richard Johnson receive according to the Form 4 for DTI?

The Form 4 shows a grant of 123,855 restricted stock units (RSUs) to David Richard Johnson.

When was the RSU grant transaction dated on the DTI Form 4?

The transaction date for the RSU grant is 02/19/2025.

How do the RSUs granted to the DTI CFO vest?

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

How many shares is the CFO recorded as beneficially owning after the reported transaction?

The reporting shows 123,855 shares attributable to the RSUs as beneficially owned following the transaction.

What price is listed for the RSUs on the Form 4?

The Form 4 lists a price of $0 for the RSUs, consistent with restricted stock units rather than a purchased security.