SEC Form 4 · accession 0001193125-26-354022
Drilling Tools International Corp · DTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Wayne Domino Jr.
Officer — President, DTR Division
Period of report
Aug 14, 2026
Accepted (ET)
Aug 17, 2026 · 4:05 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001884516
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 14, 2026 | S | 2,083 | $2.50 | D | 1,430,006 | 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 UnitsF2,F3 | — | holding | — | — | — | — | — | Common Stock | — | 75,829 | D |
| Restricted Stock UnitsF2,F4 | — | holding | — | — | — | — | — | Common Stock | — | 22,859 | D |
| Performance Stock UnitsF5,F6 | — | holding | — | — | — | — | — | Common Stock | — | 68,577 | D |
| Stock Option (Right to Buy)F7 | — | holding | — | — | — | — | — | Common Stock | — | 300,000 | D |
| Stock Option (Right to Buy)F8 | — | holding | — | — | — | — | — | Common Stock | — | 370,264 | D |
Explanation of responses
- F1This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.
- F2Each restricted stock unit ("RSU") represents a contingent right to receive one share of Drilling Tools International Corp's (the "Company") common stock.
- F3The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025.
- F4On 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.
- F5Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.
- F6On 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.
- F7Two-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.
- F8All shares of common stock subject to the stock options are vested.