Drilling Tools International (DTI) executive gains RSU and EBITDA-linked PSU grants

Rhea-AI Filing Summary

Drilling Tools International Corp executive Michael Wayne Domino Jr. reported routine equity compensation activity. He exercised 25,277 previously granted restricted stock units into the same number of common shares at a $0.00 exercise price, bringing his direct common stock holdings to 1,452,082 shares.

He also received new long-term incentives under the 2026 program: 22,859 RSUs that vest in three equal annual installments and 68,577 performance stock units tied 100% to EBITDA goals over a three-year period, with payout opportunities from 50% at threshold to 200% at maximum performance. All shares subject to his existing stock options are vested.

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).

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 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)
	President, DTR Division

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/28/2026		M		25,277	A	$0	1,452,082	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	(1)	02/28/2026		M		25,277		(2)	(2)	Common Stock	25,277	$0	75,829	D
Restricted Stock Units	(1)	02/27/2026		A		22,859		(3)	(3)	Common Stock	22,859	$0	22,859	D
Performance Stock Units	(4)	02/27/2026		A		68,577		(5)	(5)	Common Stock	68,577	$0	68,577	D
Stock Option (Right to Buy)	(6)							(6)	(6)	Common Stock	(6)		300,000	D
Stock Option (Right to Buy)	(7)							(7)	(7)	Common Stock	(7)		370,264	D

Explanation of Responses:

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

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

3. 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.

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

5. 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.

6. 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.

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

	/s/ Michael Wayne Domino Jr.	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Michael Wayne Domino Jr. report at Drilling Tools International (DTI)?

He reported routine equity compensation activity, including exercising 25,277 restricted stock units into common stock and receiving new grants of 22,859 RSUs and 68,577 performance stock units, all as part of Drilling Tools International’s long-term incentive programs.

How many Drilling Tools International (DTI) shares does Michael Wayne Domino Jr. hold after these Form 4 transactions?

After exercising 25,277 restricted stock units, Michael Wayne Domino Jr. directly holds 1,452,082 shares of Drilling Tools International common stock, according to the Form 4. This figure reflects his updated direct ownership following the equity compensation activity reported.

What restricted stock unit (RSU) awards did DTI grant to Michael Wayne Domino Jr. in 2026?

On February 27, 2026, he was granted 22,859 restricted stock units under Drilling Tools International’s 2023 Omnibus Incentive Plan. These RSUs vest in substantially equal installments on each of the first three anniversaries of the grant date, contingent on continued service with the company.

What are the terms of the performance stock units granted to the DTI executive?

He received 68,577 performance stock units on February 27, 2026. Each unit can convert into one share of common stock, with vesting based entirely on EBITDA performance over a three-year period, allowing payouts from 50% of target at threshold to 200% at maximum achievement.

How do the new DTI RSUs and PSUs for Michael Wayne Domino Jr. vest over time?

The 22,859 RSUs vest in three substantially equal annual installments, subject to continued service. The 68,577 performance stock units vest over a three-year performance period, based on EBITDA targets, with payout levels ranging from 50% to 200% of the initial grant opportunity.

What does the Form 4 say about Michael Wayne Domino Jr.’s stock options at Drilling Tools International?

Footnotes explain that two-thirds of his stock options vested on the first two anniversaries of the grant date and the remaining third on February 14, 2024. All shares of common stock underlying these stock options are now fully vested, according to the filing disclosures.