Director Furst Jack D acquired 32,606 shares (SEC Form 4)
$DTI
Oil and Gas Field Machinery
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Drilling Tools International Corp [ DTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 12/10/2025 | J(1) | 32,606 | A | $0 | 177,072 | I | by JDF Long Term Trust(2) | ||
| Common Stock | 32,322 | D | ||||||||
| Common Stock | 118,252 | I | by Oak Stream Investors II, Ltd.(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | (4) | (4) | (4) | Common Stock | (4) | 28,626 | D | ||||||||
| Stock Option (right to buy) | (5) | (5) | (5) | Common Stock | (5) | 57,059(5) | D | ||||||||
| Explanation of Responses: |
| 1. 32,606 shares of Drilling Tools International Corporation's (DTI") common stock received as a result of HHEP Directional, L.P.'s pro rata distribution of shares to its limited partners for no consideration. |
| 2. The Reporting Person is the trustee of JDF Long Term Trust ("JDF"). The Reporting Person may be deemed to have voting power and dispositive power over the shares held by JDF. |
| 3. The Reporting Person disclaims any beneficial ownership of any shares of common stock held by Oak Stream Investors II, Ltd., other than his pecuniary interest therein. |
| 4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units vest 100% on May 13, 2026, the one-year anniversary of the grant date. |
| 5. All shares of common stock subject to stock options held by the Reporting Person are vested. The stock options were received in exchange for stock options to purchase 250,000 shares of common stock of Drilling Tools International Holdings, Inc. ("Legacy DTI") for $0.85 per share in connection with the Issuer's business combination with Legacy DTI. |
| /s/ John D. Furst | 12/17/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||