[Form 4] Drilling Tools International Corp Insider Trading Activity

Rhea-AI Filing Summary

Drilling Tools International Corp (DTI) reported a grant of 60,000 restricted stock units (RSUs) to Trent Pope, who is identified as Vice President - Wellbore Optimization and an officer/director. Each RSU represents a contingent right to receive one share of the company's common stock. The award was granted on 02/28/2025 and vests in substantially equal installments on each of the first four anniversaries of the grant date. Following the grant, Mr. Pope beneficially owns 60,000 shares subject to the RSUs; ownership is reported as direct. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

Positive

• 60,000 RSU grant to an officer is disclosed, increasing transparency of insider compensation
• Four-year vesting schedule aligns the officer's incentives with long-term shareholder interests

Negative

• None.

Insights

Compensation/Corporate Governance Analyst

TL;DR: A standard officer equity grant: 60,000 RSUs vesting over four years aligns pay with long-term performance.

The grant of 60,000 restricted stock units to the Vice President - Wellbore Optimization is a routine equity-based compensation action disclosed on Form 4. The RSUs convert to common shares on vesting and are reported as a direct beneficial ownership of 60,000 units. The four-year annual vesting schedule is commonly used to promote retention and tie executive incentives to multi-year shareholder outcomes. The filing contains no additional cash exercise price or accelerated vesting terms.

Securities/Insider Transactions Specialist

TL;DR: Insider received a time‑based equity award; filing documents the transaction and ownership but no market-moving detail.

The Form 4 discloses a single non-derivative grant of RSUs on 02/28/2025 with 60,000 underlying shares and a vesting schedule over four years. The report follows Section 16 reporting requirements and is executed by an attorney-in-fact. There are no derivative conversion prices, dispositions, or other transactions reported that would materially alter outstanding share count beyond the contingent RSUs described.

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^*

Pope Trent

(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		60,000		(2)	(2)	Common Stock	60,000	$0	60,000	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 - Wellbore Optimization

	/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 Trent Pope report on the Form 4 for DTI?

The Form 4 reports a grant of 60,000 restricted stock units (RSUs) to Trent Pope on 02/28/2025.

How do the restricted stock units vest according to the filing?

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

What role does the reporting person hold at Drilling Tools International Corp (DTI)?

The filing identifies Trent Pope as Vice President - Wellbore Optimization and an officer/director.

How many shares will the RSUs convert into upon vesting?

Each RSU represents a contingent right to receive one share of common stock, so 60,000 RSUs correspond to 60,000 shares upon vesting.

When was the Form 4 signed and filed as indicated in the document?

The signature by an attorney-in-fact is dated 09/16/2025 on the form.