Drilling Tools (DTI) Insider Filing: RSU Grants and MV Partners Holdings

Rhea-AI Filing Summary

Insider transactions at Drilling Tools International Corp (DTI): Director C. Richard Vermillion reported multiple acquisitions of common stock and restricted stock units in May 2024 and May 2025. On 05/14/2024 he acquired 18,610 shares and 18,610 restricted stock units that vested immediately, resulting in 18,610 shares held directly after that transaction. MV Partners I, LP is disclosed as holding 399,944 shares as of 05/14/2024; that LP reported 363,644 shares as of 05/15/2025. Additional RSU grants and vesting dates are reported, including 13,712 shares acquired on 05/14/2025 and a 28,626 RSU grant vesting on 05/13/2025. The reporting person is sole owner and chairman of MV Partners, Inc., the general partner of MV Partners.

Positive

• Director beneficially increased direct holdings via acquisitions of 18,610 and 13,712 shares
• Restricted stock units granted and scheduled to vest (28,626 RSUs vesting one year after grant) providing alignment with management
• Disclosure of significant LP holdings (399,944 shares as of 05/14/2024 and 363,644 as of 05/15/2025) adds transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director reported multiple equity acquisitions and RSU vesting; significant LP holdings are disclosed without claimed beneficial ownership.

The filing documents director C. Richard Vermillion's direct acquisitions and the vesting schedule for restricted stock units, plus material holdings by MV Partners I, LP. The report clarifies Vermillion's role as sole owner and chairman of MV Partners, Inc., and disclaims beneficial ownership of LP-held shares beyond pecuniary interest. For governance, the filing is routine disclosure of compensation-related equity grants and schedule changes, providing transparency on insider equity movements.

Securities Analyst

TL;DR: Multiple zero-price acquisitions and RSU vesting increase direct share count; LP holdings disclosed separately.

The transactions recorded are acquisitions at $0 reflecting issuance of restricted stock units and their vesting rather than open-market purchases. The form shows increases in direct holdings (18,610 and later 13,712 shares) and a grant that vests one year after grant (28,626 RSUs). MV Partners I, LP's holdings are sizable (399,944 and later 363,644 shares) and are reported as indirectly held. The filing is informative for cap table monitoring but contains no pricing or sales indicating liquidity events.

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

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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).

1. Name and Address of Reporting Person^*

Vermillion Charles Richard Jr.

(Last) (First) (Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2024

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	05/14/2024		M		18,610	A	$0	18,610	D
Common Stock								399,944(1)(3)	I	By MV Partners I, LP
Common Stock	05/14/2025		M		13,712	A	$0	32,322	D
Common Stock								363,644(2)(3)	I	By MV Partners I, LP

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	(4)	05/14/2024		M			18,610	(5)	(5)	Common Stock	18,610	$0	0	D
Restricted Stock Units	(4)	05/13/2025		A		28,626		(6)	(6)	Common Stock	28,626	$0	28,626	D
Restricted Stock Units	(4)	05/14/2025		M			13,712	(7)	(7)	Common Stock	13,712	$0	0	D

Explanation of Responses:

1. Reflects 399,944 shares of common stock owned by MV Partners I, LP as of May 14, 2024.

2. Reflects 363,644 shares of common stock owned by MV Partners I, LP as of May 15, 2025.

3. The Reporting Person is the sole owner and Chairman of the Board of Directors of MV Partners, Inc., the general partner of MV Partners. Mr. Vermillion disclaims any beneficial ownership of any shares of common stock held by MV Partners I, LP, other than his pecuniary interest therein.

4. Each restricted stock unit represents a contingent right to receive one share of Drilling Tools International Corporation's common stock.

5. The restricted stock units vested 100% on the grant date.

6. The restricted stock units vest 100% upon the one-year anniversary of the grant date.

7. The restricted stock units vested 100% upon the one-year anniversary of the grant date.

	/s/ C. Richard Vermillion	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 transactions did C. Richard Vermillion report on Form 4 for DTI?

He reported acquisitions of 18,610 shares on 05/14/2024 and 13,712 shares on 05/14/2025, plus RSU grants and vesting.

How many restricted stock units (RSUs) were granted and when do they vest?

The filing shows 18,610 RSUs vested 100% on 05/14/2024, 28,626 RSUs vest 100% on 05/13/2025, and 13,712 RSUs vest 100% on 05/14/2025.

What holdings does MV Partners I, LP report in the Form 4?

MV Partners I, LP is reported to own 399,944 shares as of 05/14/2024 and 363,644 shares as of 05/15/2025.

Does Vermillion claim beneficial ownership of MV Partners I, LP shares?

He states he is sole owner and chairman of MV Partners, Inc., the general partner, and disclaims beneficial ownership of LP-held shares except for his pecuniary interest.

Were any transactions reported at a cash price?

No; the acquisitions are reported with a $0 price, reflecting issuance or vesting of RSUs rather than purchases.