Drilling Tools exec sells 2,083 shares under plan
Drilling Tools International Corp executive Michael Wayne Domino Jr., President of the DTR Division, reported an open-market sale of 2,083 shares of common stock at $3.07 per share.
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Form Type
4
Rhea-AI Filing Summary
Drilling Tools International Corp executive Michael Wayne Domino Jr., President of the DTR Division, reported an open-market sale of 2,083 shares of common stock at $3.07 per share. After this sale, he directly holds 1,441,667 common shares.
The sale was completed under a Rule 10b5-1 trading plan adopted on November 17, 2025, indicating it was pre-scheduled. The filing also notes equity incentives: on February 27, 2026, he was granted 22,859 restricted stock units and 68,577 performance stock units under the 2026 long-term incentive program, which vest over multiple years and depend on EBITDA-based performance.
Insider Trade Summary 10b5-1
Net Seller: 2,083 shares
Net Sell
6 txns
Insider
Domino Michael Wayne Jr.
Role
President, DTR Division
Sold
2,083 shs ($6K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 2,083 | $3.07 | $6K |
| 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 — 1,441,667 shares (Direct);
Restricted Stock Units — 0 contracts (Direct);
Performance Stock Units — 0 contracts (Direct);
Stock Option (Right to Buy) — 0 contracts (Direct)
Footnotes (8)
- F1. This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.
- F2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Drilling Tools International Corp's (the "Company") common stock.
- F3. The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025.
- F4. 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.
- F5. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.
- F6. 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.
- F7. 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.
- F8. All shares of common stock subject to the stock options are vested.
Key Figures
Shares sold: 2,083 shares
Sale price: $3.07 per share
Shares held after sale: 1,441,667 shares
+4 more
7 metrics
Shares sold
2,083 shares
Open-market sale of common stock
Sale price
$3.07 per share
Price for the 2,083-share sale
Shares held after sale
1,441,667 shares
Direct common stock holdings post-transaction
2026 RSU grant
22,859 RSUs
Granted on February 27, 2026 under 2026 LTIP
2026 PSU grant
68,577 PSUs
Granted on February 27, 2026 under 2026 LTIP
EBITDA weighting
100%
PSU performance conditions based entirely on EBITDA
PSU payout range
50%–200%
Payout vs. target at threshold and maximum performance
Key Terms
Rule 10b5-1 trading plan, restricted stock unit ("RSU"), performance stock unit ("PSU"), 2026 long-term incentive program, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025."
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 of Drilling Tools International Corp's common stock."
performance stock unit ("PSU") financial
"Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock."
2026 long-term incentive program financial
"On February 27, 2026, the reporting person was granted 22,859 RSUs under the Company's 2023 Omnibus Incentive Plan, pursuant to the 2026 long-term incentive program."
EBITDA financial
"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."
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Drilling Tools (DTI) executive Michael Wayne Domino Jr. do in this Form 4?
He reported selling 2,083 shares of Drilling Tools common stock at $3.07 per share. After this pre-planned sale, he continues to hold 1,441,667 common shares directly, maintaining a large ownership position in the company.
Was the DTI insider stock sale made under a Rule 10b5-1 plan?
Yes, the filing states the sale was completed under a Rule 10b5-1 trading plan adopted on November 17, 2025. Such plans pre-schedule trades, indicating the timing of this sale was set in advance rather than opportunistic.
What restricted stock units were granted to the DTI executive in 2026?
On February 27, 2026, he was granted 22,859 restricted stock units (RSUs) under Drilling Tools’ 2023 Omnibus Incentive Plan. These RSUs vest in substantially equal installments over three years, subject to continued service with the company.
What performance stock units were granted to the Drilling Tools (DTI) executive?
On February 27, 2026, he received 68,577 performance stock units (PSUs). Each PSU can convert into one share of common stock, with vesting over a three-year period based on EBITDA performance, using thresholds from 50% to 200% payout.
How are the 2026 RSU and PSU awards under DTI’s long-term incentive program structured?
The 22,859 RSUs vest in three equal annual installments, contingent on continued service. The 68,577 PSUs vest over three years based entirely on EBITDA performance, with payout opportunities from 50% of target at threshold to 200% at maximum.
AI-generated analysis. How Rhea-AI works. Not financial advice.
