03/12/2026 | Press release | Distributed by Public on 03/12/2026 14:01
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 02/28/2026 | M | 25,500 | (2) | (2) | Common Stock | 25,500 | $ 0 | 76,500 | D | ||||
| Restricted Stock Units | (1) | 02/27/2026 | A | 21,430 | (3) | (3) | Common Stock | 21,430 | $ 0 | 21,430 | D | ||||
| Performance Stock Units | (4) | 02/27/2026 | A | 64,291 | (5) | (5) | Common Stock | 64,291 | $ 0 | 64,291 | D | ||||
| Stock Option (Right to Buy) | (6) | (6) | (6) | Common Stock | (6) | 330,000 | D | ||||||||
| Stock Option (Right to Buy) | (7) | (7) | (7) | Common Stock | (7) | 132,375 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Rodriguez Aldo C/O DRILLING TOOLS INTERNATIONAL CORP. 10370 RICHMOND AVENUE, SUITE 1000 HOUSTON, TX 77042 |
Vice President of Sales | |||
| /s/ Aldo Rodriguez | 03/12/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 21,430 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 64,291 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. |