Johnson David Richard 4
4 · Drilling Tools International Corp · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Drilling Tools (DTI) CFO David R. Johnson Receives Awards & Exercises Options
What Happened
- David R. Johnson, Chief Financial Officer of Drilling Tools International Corp (DTI), reported derivative exercises/conversions that resulted in 30,964 shares acquired (reported at $0) and received equity awards on Feb 27–28, 2026: 37,336 restricted stock units (RSUs) and 112,009 performance stock units (PSUs). All transactions in the filing show $0 cash paid/received.
Key Details
- Transaction dates and types:
- Feb 28, 2026 — Exercise/conversion of derivative(s) resulting in 30,964 shares (transaction code M), reported at $0.00 per share.
- Feb 27, 2026 — Grant of 37,336 RSUs (transaction code A), reported at $0.00.
- Feb 27, 2026 — Grant of 112,009 PSUs (transaction code A), reported at $0.00.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Relevant footnotes from the filing:
- RSUs represent a contingent right to receive one share each; the RSUs granted on Feb 27, 2026 vest in substantially equal installments over the first three anniversaries of the grant (subject to continued service).
- PSUs represent a contingent right to receive one share each and vest based on EBITDA performance over a three‑year period; threshold pays 50% and maximum pays 200%, with an annual reset.
- The filing notes that all shares subject to the related stock options are vested.
- Filing timeliness: The report covers transactions dated Feb 27–28, 2026 and was filed on Mar 12, 2026, which is later than the typical two-business-day Form 4 filing window (filing appears late).
Context
- These filings reflect acquisitions/awards (not sales). The exercise/conversion entry (M) indicates the reporting person converted or exercised derivative rights into common shares — the $0 price in the report means no cash payment was reported on the form, but does not by itself explain the economic terms (e.g., whether this was a net settlement, previously vested option exercise, or conversion of units). PSUs are performance‑based and will only convert to shares if performance conditions are met.
Insider Transaction Report
Form 4
Johnson David Richard
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
2026-02-28+30,964→ 76,611 total - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-02-28+30,964→ 92,891 total→ Common Stock (30,964 underlying) - Award
Restricted Stock Units
[F1][F3]2026-02-27+37,336→ 37,336 total→ Common Stock (37,336 underlying) - Award
Performance Stock Units
[F4][F5]2026-02-27+112,009→ 112,009 total→ Common Stock (112,009 underlying)
Holdings
- 380,000
Stock Option (Right to Buy)
[F6]→ Common Stock - 132,375
Stock Option (Right to Buy)
[F7]→ Common Stock
Footnotes (7)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Drilling Tools International Corp's (the "Company") common stock.
- [F2]The RSUs vest in substantially equal installments on each of the first four (4) anniversaries of the grant date, February 28, 2025.
- [F3]On 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.
- [F4]Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.
- [F5]On 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.
- [F6]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.
- [F7]All shares of common stock subject to the stock options are vested.
Signature
/s/ David Richard Johnson|2026-03-12