SEC Form 4/A · accession 0001193125-26-330533
Drilling Tools International Corp · DTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
David Richard Johnson
Officer — Chief Financial Officer
Period of report
Feb 28, 2026
Accepted (ET)
Aug 3, 2026 · 4:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001884516
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 28, 2026 | F | 9,181 | $0.00 | D | 67,430 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | holding | — | — | — | — | — | Common Stock | — | 92,891 | D |
| Restricted Stock UnitsF1,F3 | — | holding | — | — | — | — | — | Common Stock | — | 37,336 | D |
| Performance Stock UnitsF4,F5 | — | holding | — | — | — | — | — | Common Stock | — | 112,009 | D |
| Stock Option (Right to Buy)F6 | — | holding | — | — | — | — | — | Common Stock | — | 380,000 | D |
| Stock Option (Right to Buy)F7 | — | holding | — | — | — | — | — | Common Stock | — | 132,375 | D |
Explanation of responses
- F1Each RSU represents a contingent right to receive one share of the Company common stock.
- F2The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025.
- F3On February 27, 2026, the reporting person was granted 37,336 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.
- F4Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.
- F5On February 27, 2026, the reporting person was granted 112,009 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.
- F6Two-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.
- F7All shares of common stock subject to the stock options are vested.
Remarks
On March 12, 2026, the reporting person filed a Form 4 which inadvertently reported that, following the vesting of restricted stock units ("RSUs"), he retained 30,964 shares of common stock. In fact, as reported in this amendment, 9,181 shares were withheld by Drilling Tools International Corp (the "Company") to pay for taxes. The corrected amount is reflected in this amendment.