Drilling Tools International Corp (DTI) director gets 17,259 shares in restructuring

Rhea-AI Filing Summary

Drilling Tools International Corp director Curt L. Crofford received 17,259 shares of common stock through a non-cash restructuring transaction. The shares came from a pro rata distribution by HHEP Directional, L.P. to its limited partners for no consideration. After this change, Crofford directly holds 116,769 common shares. The filing also explains that each restricted stock unit represents a contingent right to receive one common share and is scheduled to vest 100% on May 13, 2026, one year after the grant date.

Insights

Insider transactions analyst

Director’s position increases via non-cash LP distribution; routine restructuring.

Director Curt L. Crofford received 17,259 Drilling Tools International common shares at $0.0000 per share, described as an "other" transaction. Footnotes state this came from HHEP Directional, L.P.’s pro rata distribution to limited partners for no consideration, indicating a non-market restructuring rather than an open-market trade.

Following the transaction, Crofford holds 116,769 common shares directly. The filing also notes restricted stock units that vest on May 13, 2026, each representing a right to one common share. Overall, this looks like routine ownership reallocation, with no direct buy or sell signal and limited impact on the broader investment case.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Crofford Curt L.

Role Director

Type	Security	Shares	Price	Value
Other	Common Stock	17,259	$0.00	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Common Stock — 116,769 shares (Direct); Restricted Stock Units — 0 shares (Direct)

Footnotes (1)

1. 17,259 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. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units vest 100% on May 13, 2026, the one-year anniversary of the grant date.

Key Figures

Shares received: 17,259 shares Shares held after: 116,769 shares Transaction price: $0.0000 per share +2 more

5 metrics

Shares received 17,259 shares Common stock received via pro rata LP distribution for no consideration

Shares held after 116,769 shares Director’s direct common stock holdings following the transaction

Transaction price $0.0000 per share Reported price for 17,259-share "other" transaction

Restructuring shares 17,259 shares Shares classified under restructuring/other in transaction summary

RSU vesting date May 13, 2026 Restricted stock units vest 100% on this one-year anniversary

Key Terms

pro rata distribution, restricted stock unit, contingent right, limited partners

4 terms

pro rata distribution financial

"received as a result of HHEP Directional, L.P.'s pro rata distribution of shares"

A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

restricted stock unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

contingent right financial

"represents a contingent right to receive one share of the Issuer's common stock"

limited partners financial

"pro rata distribution of shares to its limited partners for no consideration"

Limited partners are investors who provide most of the capital to an investment partnership but do not run its day-to-day business; they have liability only up to the amount they invested. Think of them as silent backers who hire a manager to make decisions and share in profits or losses; their importance to investors lies in shaping how much money a fund can deploy, the risk and return profile they receive, and the liquidity and fees associated with that investment.

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).

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^*

Crofford Curt L.

(Last) (First) (Middle)

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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	03/31/2026		J(1)		17,259	A	$0	116,769	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)							(2)	(2)	Common Stock	(2)		28,626	D

Explanation of Responses:

1. 17,259 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. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units vest 100% on May 13, 2026, the one-year anniversary of the grant date.

	/s/ Curtis L. Crofford	04/02/2026
	** 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 did Drilling Tools International (DTI) director Curt L. Crofford report in this Form 4?

Crofford reported receiving 17,259 shares of Drilling Tools International common stock. The shares came via a pro rata distribution from HHEP Directional, L.P. to its limited partners for no consideration, increasing his direct holdings to 116,769 common shares.

How many Drilling Tools International (DTI) shares does Curt L. Crofford hold after the transaction?

After the reported transaction, Curt L. Crofford directly holds 116,769 shares of Drilling Tools International common stock. This total reflects the addition of 17,259 shares received through a non-cash pro rata distribution from HHEP Directional, L.P. to its limited partners.

Was cash paid for the 17,259 Drilling Tools International (DTI) shares received by the director?

No cash was paid for these shares. The 17,259 Drilling Tools International common shares were received as part of HHEP Directional, L.P.’s pro rata distribution to its limited partners for no consideration, meaning the director did not purchase them in the market.

What does the Form 4 say about Curt L. Crofford’s restricted stock units in Drilling Tools International (DTI)?

The filing explains that each restricted stock unit represents a contingent right to receive one DTI common share. These restricted stock units are scheduled to vest 100% on May 13, 2026, which is the one-year anniversary of the grant date, aligning with standard equity compensation structures.

Does this Drilling Tools International (DTI) Form 4 show an open-market buy or sell by the director?

The Form 4 does not show an open-market buy or sell. The 17,259 shares were received in an "other" transaction, specifically a pro rata distribution from HHEP Directional, L.P. for no consideration, indicating an ownership restructuring rather than discretionary trading activity.