[Form 4] Drilling Tools International Corp Insider Trading Activity

Rhea-AI Filing Summary

Drilling Tools International Corp (DTI) Form 4 reports a grant of 30,000 Restricted Stock Units (RSUs) to reporting person David Stephenson, identified as Vice President - Eastern Hemisphere and an officer. The RSUs were granted on 02/28/2025 and represent contingent rights to receive one share of common stock per unit. The award vests in substantially equal installments on each of the first four anniversaries of the grant date, and the reporting person is shown as beneficially owning 30,000 shares following the transaction. The award has an indicated price of $0. The Form is signed by an attorney-in-fact on 09/16/2025.

Positive

• 30,000 RSU grant disclosed with clear vesting schedule (four equal annual installments)
• Award vests over multiple years, aligning executive incentives with long-term performance
• Post-transaction beneficial ownership disclosed as 30,000 shares

Negative

• None.

Insights

Compensation Analyst

TL;DR: A standard multi-year RSU grant to an officer aligns long-term incentives without immediate cash cost.

The grant of 30,000 RSUs vests over four years, which is a common structure to retain and align executives with shareholder interests. The units convert one-for-one into common shares upon vesting and carry no upfront cash purchase price, as shown by the $0 price. For investors, the immediate dilution is limited to the number of shares underlying the award, but materiality depends on the company's total shares outstanding (not provided in this filing).

Corporate Governance Expert

TL;DR: Disclosure is routine: officer grant disclosed, vesting schedule provided, signature executed by attorney-in-fact.

The Form 4 contains the required elements: reporting person, relationship to issuer, transaction date, number of RSUs, vesting schedule, and post-transaction beneficial ownership. The presence of an attorney-in-fact signature is noted. No departures from standard disclosure practices are apparent in the text provided.

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).

1. Name and Address of Reporting Person^*

Stephenson David

(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)
	See Remarks

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		30,000		(2)	(2)	Common Stock	30,000	$0	30,000	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.

Remarks:

Vice President - Eastern Hemisphere

	/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.
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 transaction did the DTI Form 4 report for David Stephenson?

The Form 4 reports a grant of 30,000 Restricted Stock Units (RSUs) to David Stephenson dated 02/28/2025.

How do the RSUs awarded to the DTI officer vest?

The RSUs vest in substantially equal installments on each of the first four anniversaries of the grant date.

What is the reported beneficial ownership after the transaction on the DTI Form 4?

The filing shows the reporting person beneficially owning 30,000 shares following the reported transaction.

Was there any cash price for the RSUs in the DTI filing?

The Form 4 reports a price of $0 for the Restricted Stock Units, indicating no cash purchase price on grant.

What role does the reporting person hold at DTI according to the Form 4?

The filing identifies the reporting person as Vice President - Eastern Hemisphere and an officer of the company.