Form 4: DTI VP of Sales Receives Significant Equity Awards

Drilling Tools International Corp's Vice President of Sales, Aldo Rodriguez, was granted new equity awards and exercised existing restricted stock units.

Summary

• Aldo Rodriguez, Vice President of Sales at Drilling Tools International Corp (DTI), acquired 25,500 shares of Common Stock on February 28, 2026, through the exercise of Restricted Stock Units (RSUs) at a price of $0.
• Rodriguez was granted 21,430 new RSUs and 64,291 Performance Stock Units (PSUs) on February 27, 2026, under the Company's 2023 Omnibus Incentive Plan and the 2026 Long-Term Incentive Program (LTIP).
• The newly granted RSUs vest in substantially equal installments on each of the first three anniversaries of the grant date, subject to continued service.
• The PSUs are subject to a three-year performance vesting period, with achievement conditions based 100% on EBITDA, offering a payout opportunity from 50% at threshold to 200% at maximum.
• Following these transactions, Rodriguez beneficially owns 135,987 shares of Common Stock, 76,500 RSUs (from a prior grant), 21,430 new RSUs, 64,291 PSUs, and stock options for 462,375 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting standard executive incentive practices that align management's interests with long-term company performance, particularly through performance-based awards.

Positives

• The grant of new RSUs and PSUs aligns the Vice President of Sales' interests with the company's long-term performance and shareholder value.
• Performance Stock Units tied to EBITDA provide a strong incentive for the executive to contribute to key financial targets.

Risks

• The payout of Performance Stock Units is contingent on the achievement of specific EBITDA performance conditions, meaning the full award is not guaranteed.
• Future vesting of RSUs and stock options is subject to continued service, posing a risk of forfeiture if employment ceases.

Future Outlook

The future outlook includes the vesting of new Restricted Stock Units over the next three years and the potential payout of Performance Stock Units based on EBITDA achievement over a three-year performance period. Remaining stock options are scheduled to vest on February 14, 2024.

Management Comments

• The reporting person was granted 21,430 RSUs and 64,291 PSUs under the Company's 2023 Omnibus Incentive Plan, pursuant to the 2026 long-term incentive program approved by the Board of Directors.

Industry Context

StockSavvy.ai notes that the granting of equity awards, including RSUs and PSUs, is a standard practice in the oilfield services and equipment industry to incentivize and retain key executives. Tying performance units to financial metrics like EBITDA is a common strategy to align management compensation with company performance and shareholder interests.

Corporate Governance

Stakeholder Impact

• Shareholders: The performance-based nature of the PSUs could lead to increased shareholder value if the company achieves its EBITDA targets, aligning executive incentives with shareholder returns.
• Employees (Executive): The awards provide significant long-term incentives and retention for the Vice President of Sales.

Next Steps

• Continued vesting of 21,430 RSUs over the next three years, subject to continued service.
• Assessment of EBITDA performance over a three-year period for the payout of 64,291 PSUs.
• Scheduled vesting of the remaining one-third of certain stock options on February 14, 2024.

Key Dates

Keywords

Drilling Tools International, DTI, SEC Form 4, Equity Awards, Restricted Stock Units, Performance Stock Units, Stock Options, Executive Compensation, Insider Trading, Aldo Rodriguez