Sec Form 4 Filing - Domino Michael Wayne Jr. @ Drilling Tools International Corp - 2026-03-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Domino Michael Wayne Jr.
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
(Last) (First) (Middle)
C/O DRILLING TOOLS INTERNATIONAL CORP., 10370 RICHMOND AVENUE, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2026
(Street)
HOUSTON, TX77042
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/31/2026 S( 1 ) 3,169 D $ 4 1,445,833 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 2 ) ( 3 ) ( 3 ) Common Stock ( 3 ) 75,829 D
Restricted Stock Units ( 2 ) ( 4 ) ( 4 ) Common Stock ( 4 ) 22,859 D
Performance Stock Units ( 5 ) ( 6 ) ( 6 ) Common Stock ( 6 ) 68,577 D
Stock Option (Right to Buy) ( 7 ) ( 7 ) ( 7 ) Common Stock ( 7 ) 300,000 D
Stock Option (Right to Buy) ( 8 ) ( 8 ) ( 8 ) Common Stock ( 8 ) 370,264 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Domino Michael Wayne Jr.
C/O DRILLING TOOLS INTERNATIONAL CORP.
10370 RICHMOND AVENUE, SUITE 1000
HOUSTON, TX77042
President, DTR Division
Signatures
/s/ Michael Wayne Domino Jr. 03/31/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2025.
( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Drilling Tools International Corp's (the "Company") common stock.
( 3 )The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025.
( 4 )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.
( 5 )Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.
( 6 )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.
( 7 )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.
( 8 )All shares of common stock subject to the stock options are vested.

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