Planned stock sale and new RSU, PSU grants at Drilling Tools (DTI)

Rhea-AI Filing Summary

Drilling Tools International Corp reported that Michael Wayne Domino Jr., President of the DTR Division, sold 3,169 shares of common stock on March 31, 2026 at $4.00 per share in an open-market trade executed under a Rule 10b5-1 trading plan. After this sale, he directly holds 1,445,833 common shares.

Footnotes show additional equity incentives. On February 27, 2026, he was granted 22,859 restricted stock units (RSUs) vesting over three years and 68,577 performance stock units (PSUs) tied entirely to EBITDA performance over a three-year period, with payout opportunities from 50% at threshold to 200% at maximum. All shares underlying his previously granted stock options are now vested.

Insider Trade Summary 10b5-1

Net Seller: 3,169 shares ($12,676)

Net Sell 6 txns

Insider Domino Michael Wayne Jr.

Role President, DTR Division

Sold 3,169 shs ($13K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,169	$4.00	$13K
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 — 1,445,833 shares (Direct); Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Stock Option (Right to Buy) — 0 shares (Direct)

Footnotes (1)

1. This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Drilling Tools International Corp's (the "Company") common stock. The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025. 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. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock. 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. 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. All shares of common stock subject to the stock options are vested.

Key Figures

Shares sold: 3,169 shares Sale price: $4.00 per share Shares owned after sale: 1,445,833 shares +3 more

6 metrics

Shares sold 3,169 shares Open-market sale of common stock on March 31, 2026

Sale price $4.00 per share Price for 3,169 common shares sold

Shares owned after sale 1,445,833 shares Direct common stock holdings following the transaction

RSU grant size 22,859 RSUs Granted February 27, 2026 under 2023 Omnibus Incentive Plan

PSU grant size 68,577 PSUs Granted February 27, 2026, EBITDA-based over three-year period

PSU payout range 50% to 200% Payout opportunity from threshold to maximum EBITDA performance

Key Terms

Rule 10b5-1 trading plan, restricted stock unit ("RSU"), performance stock unit ("PSU"), 2023 Omnibus Incentive Plan, +2 more

6 terms

Rule 10b5-1 trading plan financial

"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."

2023 Omnibus Incentive Plan financial

"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."

2026 long-term incentive program financial

"On February 27, 2026, the reporting person was granted 22,859 RSUs ... pursuant to the 2026 long-term incentive program approved by the Board of Directors."

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.

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).

X

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^*

Domino Michael Wayne Jr.

(Last) (First) (Middle)

C/O DRILLING TOOLS INTERNATIONAL CORP.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, DTR Division

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		S(1)		3,169	D	$4	1,445,833	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)							(3)	(3)	Common Stock	(3)		75,829	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	(4)		22,859	D
Performance Stock Units	(5)							(6)	(6)	Common Stock	(6)		68,577	D
Stock Option (Right to Buy)	(7)							(7)	(7)	Common Stock	(7)		300,000	D
Stock Option (Right to Buy)	(8)							(8)	(8)	Common Stock	(8)		370,264	D

Explanation of Responses:

1. This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.

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

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

4. 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.

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

6. 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.

7. 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.

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

	/s/ Michael Wayne Domino Jr.	03/31/2026
	** 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 insider stock sale did Drilling Tools International (DTI) disclose for Michael Wayne Domino Jr.?

DTI disclosed that Michael Wayne Domino Jr. sold 3,169 common shares at $4.00 each on March 31, 2026. The trade was an open-market sale under a Rule 10b5-1 trading plan, and he held 1,445,833 common shares directly after the transaction.

Was the DTI insider sale by Michael Wayne Domino Jr. made under a Rule 10b5-1 trading plan?

Yes. The Form 4 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 3,169-share sale at $4.00 was established in advance rather than decided opportunistically.

How many Drilling Tools International (DTI) shares does Michael Wayne Domino Jr. own after the reported sale?

After the reported sale, Michael Wayne Domino Jr. directly owns 1,445,833 shares of DTI common stock. This figure, shown in the Form 4, reflects his remaining direct holdings following the 3,169-share open-market sale on March 31, 2026 at $4.00 per share.

What new RSU and PSU awards did DTI grant to Michael Wayne Domino Jr. in 2026?

On February 27, 2026, DTI granted him 22,859 RSUs and 68,577 PSUs under the 2023 Omnibus Incentive Plan. The RSUs vest in three equal annual installments, while the PSUs vest over three years based on EBITDA performance, with payout from 50% to 200% of target.

How are the performance stock units (PSUs) for DTI’s Michael Wayne Domino Jr. structured?

Each PSU represents a contingent right to one DTI common share, based entirely on EBITDA performance over three years. Achievement at threshold provides a 50% payout opportunity, while maximum performance allows a 200% payout, aligning the award with the company’s earnings before interest, taxes, depreciation and amortization.

Are Michael Wayne Domino Jr.’s DTI stock options currently vested?

Yes. Footnotes state that all common shares subject to his stock options are vested. Earlier, two-thirds of the options vested over the first two anniversaries of the grant date, with the remaining one-third vesting on the third anniversary, February 14, 2024, completing the vesting schedule.