Drilling Tools International Corp·4

Mar 12, 4:01 PM ET

Prejean Robert Wayne 4

4 · Drilling Tools International Corp · Filed Mar 12, 2026

Research Summary

AI-generated summary of this filing

Updated

Drilling Tools (DTI) CEO Robert Prejean Receives Awards & Exercises Options

What Happened

  • Robert Wayne Prejean, CEO of Drilling Tools International Corp (DTI), received equity awards and converted/exercised a derivative into common stock. On Feb 27, 2026 he was granted 85,721 restricted stock units (RSUs) and 257,162 performance stock units (PSUs) under the 2026 long-term incentive program. On Feb 28, 2026 he recorded the exercise/conversion of 71,090 derivative shares. All reported transactions show an exercise/grant price of $0.00 and reported dollar value of $0.

Key Details

  • Transaction dates: Grants on Feb 27, 2026; exercise/conversion on Feb 28, 2026.
  • Reported prices/values: $0.00 per share for the grants and conversion; total reported value $0.
  • Vesting and conditions:
    • RSUs: Each RSU converts to one share. A separate earlier RSU grant (from Feb 28, 2025) vests in equal installments over four years. The 85,721 RSUs granted Feb 27, 2026 vest in substantially equal installments on each of the first three anniversaries of the grant, subject to continued service.
    • PSUs: Each PSU converts to one share subject to EBITDA-based performance over a three-year performance/vesting period; threshold pays 50% and maximum pays 200% of target.
    • Options/derivatives: Footnotes indicate stock options referenced have fully vested.
  • Shares owned after transaction: The filing excerpt does not specify the total shares owned by the reporting person following these transactions.
  • Filing timeliness: The Form 4 was filed Mar 12, 2026 for transactions dated Feb 27–28, 2026. This is later than the standard two-business-day reporting window for insiders (the filing is marked late).
  • Related-party note: The filer may be deemed to have voting/dispositive power over shares held by Robjon Holdings, L.P.; the reporting person disclaims beneficial ownership of those shares except for any pecuniary interest.

Context

  • RSUs and PSUs are awards, not open-market purchases—RSUs convert to shares on vesting and PSUs pay out only if performance targets are met, so these grants do not represent an immediate cash investment by the insider. The conversion/exercise reported at $0 suggests a non‑cash conversion or issuance; there is no documented open-market sale or purchase in this filing. As always, grants and conversions are administrative/compensation events and should not be read alone as a bullish or bearish signal.

Insider Transaction Report

Form 4
Period: 2026-02-27
Prejean Robert Wayne
DirectorChief Executive Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-28+71,090509,619 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F2]
    2026-02-2871,090213,270 total
    Common Stock (71,090 underlying)
  • Award

    Restricted Stock Units

    [F1][F3]
    2026-02-27+85,72185,721 total
    Common Stock (85,721 underlying)
  • Award

    Performance Stock Units

    [F4][F5]
    2026-02-27+257,162257,162 total
    Common Stock (257,162 underlying)
Holdings
  • Stock Option (Right to Buy)

    [F6]
    Common Stock
    1,000,000
  • Stock Option (Right to Buy)

    [F7]
    Common Stock
    1,201,872
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 85,721 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 257,162 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/ Robert Wayne Prejean|2026-03-12

Documents

1 file
  • 4
    ownership.xmlPrimary

    4