Drilling Tools (DTI) reports 102,000 RSU grant to VP of Sales

Rhea-AI Filing Summary

Drilling Tools International Corporation director and Vice President of Sales Aldo Rodriguez was granted 102,000 restricted stock units (RSUs) on 02/28/2025. Each RSU represents a contingent right to one share of the company's common stock and vests in substantially equal installments on each of the first four anniversaries of the grant date, resulting in 25% vesting each year if vesting conditions are met. Following the grant, Rodriguez beneficially owns 102,000 shares on a direct basis. The RSUs carry a stated $0 purchase price, reflecting they are a compensation grant rather than a cash purchase. The Form 4 was signed by an attorney in fact on 09/16/2025.

Positive

• Alignment with shareholders: RSUs convert to common shares one-for-one, aligning executive compensation with shareholder outcomes
• Retention incentive: Four-year vesting in substantially equal installments supports multi-year retention of the Vice President of Sales
• Clear disclosure: Grant date, amount, vesting schedule, and post-grant beneficial ownership are explicitly reported

Negative

• Missing dilution context: Filing does not provide the company’s total outstanding shares, so ownership percentage and dilution impact cannot be assessed
• No performance conditions disclosed: The RSUs appear time-based only; no company performance metrics are reported in this filing

Insights

Compensation & Equity Analyst

TL;DR: A sizeable RSU grant aligns executive incentives with shareholder value over a four-year vesting schedule.

The grant of 102,000 RSUs to the Vice President of Sales is a standard equity-based compensation action designed to retain the officer and align their interests with long-term equity performance. The RSUs convert one-for-one into common shares and vest in four substantially equal annual installments, implying a multi-year retention expectation. The form indicates direct beneficial ownership of 102,000 shares post-grant and a $0 acquisition price, confirming this is a compensation award rather than a purchased holding. Materiality depends on the company’s outstanding share count, which is not provided in this filing, so the percentage ownership impact cannot be determined from this document alone.

Corporate Governance Specialist

TL;DR: The disclosure shows routine executive equity compensation with standard vesting; no red flags in reporting.

This Form 4 reports a compensatory grant to an officer who is also a director. The disclosure includes the grant date, vesting cadence, and that each RSU equals one share. The filing was executed by an attorney in fact and reports direct ownership post-grant. The filing does not disclose performance-based vesting conditions, change-in-control provisions, or the company’s total share count, limiting assessment of dilution and governance impact. Based solely on the document, the transaction appears procedural and compliant.

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
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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^*

Rodriguez Aldo

(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)
	Vice President of Sales

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2025

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)	02/28/2025		A		102,000		(2)	(2)	Common Stock	102,000	$0	102,000	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/ Ben Smolij, Attorney in Fact	09/16/2025
	** 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.
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FAQ

What did Aldo Rodriguez report on the Form 4 for DTI?

The Form 4 reports a grant of 102,000 restricted stock units to Aldo Rodriguez on 02/28/2025, with direct beneficial ownership of 102,000 shares following the grant.

How do the restricted stock units granted to the DTI officer vest?

The RSUs vest in substantially equal installments on each of the first four anniversaries of the grant date, implying roughly 25% vests annually.

What is the price paid for the RSUs in the DTI Form 4?

The filing shows a stated price of $0, indicating these RSUs are a compensation award rather than a purchased security.

When was the Form 4 for the DTI transaction signed?

The Form 4 was signed by an attorney in fact on 09/16/2025.

Does the Form 4 show whether the RSUs have performance conditions?

No. The filing states the RSUs vest in equal annual installments but does not disclose any performance-based vesting conditions.