Drilling Tools (DTI) division president sells 997 shares under 10b5-1 plan

Rhea-AI Filing Summary

Drilling Tools International Corp executive Michael Wayne Domino Jr., President of the DTR Division, sold 997 shares of common stock in an open-market transaction at $4.00 per share, and now holds 1,449,002 shares directly.

The sale was completed under a pre-arranged Rule 10b5-1 trading plan adopted on November 17, 2025. Footnotes also note recent equity incentives, including 22,859 restricted stock units and 68,577 performance stock units granted on February 27, 2026 under the company’s 2023 Omnibus Incentive Plan, along with fully vested stock options.

Insider Trade Summary 10b5-1

Net Seller: 997 shares ($3,988)

Net Sell 6 txns

Insider Domino Michael Wayne Jr.

Role President, DTR Division

Sold 997 shs ($4K)

Type	Security	Shares	Price	Value
Sale	Common Stock	997	$4.00	$4K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Performance Stock Units	--	--	--
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--

Holdings After Transaction: Common Stock — 1,449,002 shares (Direct); Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Stock Option (Right to Buy) — 0 shares (Direct)

Footnotes (1)

1. This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Drilling Tools International Corp's (the "Company") common stock. The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025. 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. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock. 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. 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. All shares of common stock subject to the stock options are vested.

Key Figures

Shares sold: 997 shares Sale price: $4.00 per share Shares held after sale: 1,449,002 shares +4 more

7 metrics

Shares sold 997 shares Open-market sale of common stock

Sale price $4.00 per share Price for the 997-share sale

Shares held after sale 1,449,002 shares Direct common stock holdings post-transaction

RSUs granted 22,859 units RSUs granted on February 27, 2026 under 2026 LTIP

PSUs granted 68,577 units PSUs granted on February 27, 2026 under 2026 LTIP

PSU payout range 50% to 200% Payout range based on EBITDA performance conditions

10b5-1 plan adoption date November 17, 2025 Date trading plan for sale was adopted

Key Terms

Rule 10b5-1 trading plan, restricted stock unit ("RSU"), performance stock unit ("PSU"), 2023 Omnibus Incentive Plan, +2 more

6 terms

Rule 10b5-1 trading plan financial

"This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

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 unit ("RSU") financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

performance stock unit ("PSU") financial

"Each performance stock unit ("PSU") represents a contingent right to receive one share"

2023 Omnibus Incentive Plan financial

"granted 22,859 RSUs under the Company's 2023 Omnibus Incentive Plan"

EBITDA financial

"The PSUs are subject to the achievement of performance conditions based on EBITDA, weighted at 100%"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

performance vesting period financial

"with annual reset over a three-year performance vesting period"

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).

X

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^*

Domino Michael Wayne Jr.

(Last) (First) (Middle)

C/O DRILLING TOOLS INTERNATIONAL CORP.

10370 RICHMOND AVENUE, SUITE 1000

(Street)

HOUSTON TEXAS 77042

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/30/2026		S(1)		997	D	$4	1,449,002	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	(2)							(3)	(3)	Common Stock	(3)		75,829	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	(4)		22,859	D
Performance Stock Units	(5)							(6)	(6)	Common Stock	(6)		68,577	D
Stock Option (Right to Buy)	(7)							(7)	(7)	Common Stock	(7)		300,000	D
Stock Option (Right to Buy)	(8)							(8)	(8)	Common Stock	(8)		370,264	D

Explanation of Responses:

1. This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Drilling Tools International Corp's (the "Company") common stock.

3. The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025.

4. 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.

5. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.

6. 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.

7. 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.

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

	/s/ Michael Wayne Domino Jr.	03/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Drilling Tools International (DTI) report on this Form 4?

Drilling Tools International reported that executive Michael Wayne Domino Jr. sold 997 shares of common stock at $4.00 per share. After this open-market sale, he directly holds 1,449,002 shares, indicating the transaction was small relative to his remaining stake.

Who is the insider involved in the latest DTI Form 4 filing?

The insider is Michael Wayne Domino Jr., President of the DTR Division at Drilling Tools International. He executed an open-market sale of 997 common shares at $4.00 per share and continues to hold 1,449,002 shares directly following the transaction.

Was the Drilling Tools (DTI) insider sale made under a Rule 10b5-1 plan?

Yes. The filing states the 997-share sale at $4.00 per share was completed under a Rule 10b5-1 trading plan. This plan was adopted by Michael Wayne Domino Jr. on November 17, 2025, indicating the sale was pre-arranged rather than opportunistic.

How many Drilling Tools (DTI) shares does the insider hold after the sale?

After selling 997 shares, Michael Wayne Domino Jr. directly holds 1,449,002 shares of Drilling Tools International common stock. This shows the transaction impacted only a very small portion of his overall holdings while leaving a substantial continuing ownership position.

What equity awards were granted to the DTI executive mentioned in this Form 4?

The filing notes grants on February 27, 2026 of 22,859 restricted stock units and 68,577 performance stock units under the 2023 Omnibus Incentive Plan. The performance units vest based on EBITDA goals over a three-year performance period, with payouts from 50% to 200% of target.

How do the DTI performance stock units in this Form 4 vest and pay out?

Each performance stock unit represents a right to one share if performance targets are met. Awards granted February 27, 2026 vest over a three-year period based on EBITDA. Achieving threshold performance yields 50% payout, while maximum performance yields 200% of the target units.