[Form 4] Drilling Tools International Corp Insider Trading Activity

Rhea-AI Filing Summary

Drilling Tools International Corp’s Chief Financial Officer David Richard Johnson reported routine equity compensation and an option-related share delivery. On February 27, 2026, he was granted 37,336 restricted stock units (RSUs) and 112,009 performance stock units (PSUs), each representing a contingent right to one common share.

The new RSUs vest in three equal annual installments from the grant date, while the PSUs vest over a three-year performance period based on EBITDA, with a payout range from 50% to 200% of the target award. On February 28, 2026, he also exercised 30,964 RSUs into an equal number of common shares at a conversion price of $0.00 per share, leaving him with 76,611 common shares held directly after the transaction.

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).

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^*

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)
02/27/2026

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	02/28/2026		M		30,964	A	$0	76,611	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	(1)	02/28/2026		M		30,964		(2)	(2)	Common Stock	30,964	$0	92,891	D
Restricted Stock Units	(1)	02/27/2026		A		37,336		(3)	(3)	Common Stock	37,336	$0	37,336	D
Performance Stock Units	(4)	02/27/2026		A		112,009		(5)	(5)	Common Stock	112,009	$0	112,009	D
Stock Option (Right to Buy)	(6)							(6)	(6)	Common Stock	(6)		380,000	D
Stock Option (Right to Buy)	(7)							(7)	(7)	Common Stock	(7)		132,375	D

Explanation of Responses:

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

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

3. On February 27, 2026, the reporting person was granted 37,336 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.

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

5. On February 27, 2026, the reporting person was granted 112,009 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.

6. 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.

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

	/s/ David Richard Johnson	03/12/2026
	** 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).
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