Filing Analysis
Drilling Tools International Corp filed an 8-K to release a Fall 2026 investor presentation. The filing contains no material changes to operations, finances, or corporate structure.
📋 Key Facts
- The company released its 'Fall 2026' Investor Presentation as Exhibit 99.1.
- The information provided is intended for investor relations and other purposes.
- The filing was signed by CFO David R. Johnson on August 6, 2026.
Drilling Tools International Corporation (DTI) has filed an 8-K to furnish its financial and operating results for the second quarter ended June 30, 2026. The filing serves as a formal announcement of the quarterly earnings release.
📋 Key Facts
- Report date: August 6, 2026
- Reporting period: Second Quarter ended June 30, 2026
- The company issued a press release (Exhibit 99.1) containing the results.
- Filed by David R. Johnson, Chief Financial Officer.
Drilling Tools International Corp (DTI) announced its financial and operating results for the first quarter ended March 31, 2026. The results were disclosed via a press release furnished as Exhibit 99.1.
📋 Key Facts
- Reported Q1 2026 financial results on May 7, 2026.
- The fiscal period covered ended March 31, 2026.
- The filing was made under Item 2.02 (Results of Operations and Financial Condition).
- David R. Johnson, CFO, signed the report.
Drilling Tools International Corp (DTI) filed a Current Report on Form 8-K to disclose an updated investor presentation. The presentation, titled 'Summer 2026', is intended for use in upcoming investor relations and other corporate purposes.
📋 Key Facts
- The filing was made on May 7, 2026, under Item 7.01 (Regulation FD Disclosure).
- Exhibit 99.1 contains the 'Investor Presentation (Summer 2026)'.
- The information in the report is not deemed 'filed' for purposes of Section 18 of the Exchange Act.
- The company is classified as an emerging growth company.
Drilling Tools International Corp reported the results of its 2026 Annual Meeting, where stockholders elected seven directors and ratified Grant Thornton LLP as the independent auditor. CEO R. Wayne Prejean has officially assumed the additional role of Chairman of the Board, while two directors departed following the expiration of their terms.
🚩 Red Flags
- Consolidation of CEO and Chairman roles under R. Wayne Prejean, which can reduce independent board oversight.
- Relatively high 'Withheld' vote counts for certain directors (approximately 33% withheld for Crofford and Furst) suggesting some shareholder dissatisfaction.
📋 Key Facts
- Annual Meeting held on April 28, 2026, with 53.39% of outstanding shares represented.
- R. Wayne Prejean (CEO) appointed Chairman of the Board; John D. Furst appointed Lead Independent Director.
- Three new directors elected: Ira H. Green, Jr., Daniel J. Kimes, and Jeremy D. Thigpen.
- Two directors, Thomas M. Patterson and C. Richard Vermillion, departed the board effective April 28, 2026.
- Grant Thornton LLP ratified as the independent registered public accounting firm for fiscal year 2026 with 18,776,126 votes 'For'.
- Director nominees Curtis L. Crofford and John D. Furst received significant 'Withheld' votes (3,855,450 and 3,718,702 respectively) compared to other nominees.
Drilling Tools International Corp announced its financial and operating results for the fourth quarter and fiscal year ended December 31, 2025. The results were disclosed via a press release furnished with the SEC on March 5, 2026.
📋 Key Facts
- Reporting period: Fourth quarter and fiscal year ended December 31, 2025
- Filing date: March 5, 2026
- The information was furnished under Item 2.02 (Results of Operations and Financial Condition)
- The filing includes a press release as Exhibit 99.1
Drilling Tools International Corp (DTI) filed a Form 8-K to disclose an updated investor presentation for Spring 2026. The presentation is intended for use in upcoming investor relations and other corporate purposes.
📋 Key Facts
- The filing was made under Item 7.01 (Regulation FD Disclosure) on March 5, 2026.
- Exhibit 99.1 contains the 'Investor Presentation (Spring 2026)'.
- The information in the filing is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act.
- The company is classified as an emerging growth company.
Drilling Tools International Corp announced several board-level changes, including the appointment of Ira H. Green, Jr. to fill a vacancy caused by the passing of Mr. Thomas Hicks. The company is also undergoing a broader board refreshment process and leadership transitions effective at the next annual meeting.
🚩 Red Flags
- Death of a board member (Thomas Hicks) creates an immediate vacancy.
- Multiple leadership changes occurring simultaneously, indicating significant governance restructuring.
📋 Key Facts
- Ira H. Green, Jr. appointed to Board effective January 26, 2026, filling the vacancy left by the passing of Mr. Thomas Hicks.
- Mr. Green brings significant energy sector capital markets and M&A experience (formerly Managing Director at Piper Sandler & Co.).
- C. Richard Vermillion will not seek reelection to the Board, effective at the next annual meeting; no disagreement reported.
- Wayne Prejean (current interim Chairman/CEO) appointed to serve as Chairman and CEO effective at the next annual meeting.
- Jack Furst appointed as Lead Independent Director effective at the next annual meeting.
Drilling Tools International Corp announced that Director Thomas M. 'Roe' Patterson will not seek reelection to the Board, effective at the next annual meeting of stockholders.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Director Thomas M. 'Roe' Patterson informed the Board of his decision to end his tenure.
- The departure is effective concurrently with the Company’s next annual meeting of stockholders.
- Mr. Patterson stated his decision is not due to any disagreement with the Company regarding operations, policies, or practices.
Drilling Tools International Corp announced the appointment of CEO Wayne Prejean as interim Chairman following the death of Chairman Thomas Hicks on December 6, 2025.
🚩 Red Flags
- Sudden vacancy in leadership due to death of a key director/officer (Thomas Hicks).
📋 Key Facts
- Chairman Thomas Hicks passed away on December 6, 2025.
- CEO and President Wayne Prejean has been appointed as interim Chairman effective immediately (December 9, 2025).
- Mr. Prejean will hold the interim Chair position until a permanent successor is named or he resigns/is removed.
- No changes to Mr. Prejean's compensation were approved in connection with this appointment.
Drilling Tools International Corp filed an 8-K to provide an investor presentation (Winter 2025) under Regulation FD. This is a routine disclosure intended for investor relations purposes.
📋 Key Facts
- Filed on November 7, 2025
- Company released 'Investor Presentation (Winter 2025)' as Exhibit 99.1
- The filing was made pursuant to Item 7.01 (Regulation FD Disclosure)
Drilling Tools International Corp issued an 8-K to announce the release of its financial and operating results for the third quarter ended September 30, 2025.
📋 Key Facts
- Report date: November 6, 2025
- Reporting period: Third Quarter ended September 30, 2025
- The filing is a standard announcement of earnings results via press release (Exhibit 99.1).
Drilling Tools International Corp filed an 8-K to provide an investor presentation (Fall 2025) for investor relations purposes. The filing does not contain material financial changes or structural corporate events.
📋 Key Facts
- The company released a 'Fall 2025' Investor Presentation as Exhibit 99.1.
- The report was signed by CFO David R. Johnson on August 13, 2025.
- The filing is intended for investor relations and other purposes but the information is not considered 'filed' under the Exchange Act.
Drilling Tools International Corp announced the release of its financial and operating results for the second quarter ended June 30, 2025. The filing serves as a formal notice that the earnings press release was issued on August 13, 2025.
📋 Key Facts
- Company released Q2 2025 financial and operating results for the period ended June 30, 2025.
- The announcement date of the results is August 13, 2025.
- Results were furnished via press release as Exhibit 99.1.
Drilling Tools International Corp announced the dismissal of its independent auditor, Weaver and Tidwell, L.L.P., and the appointment of Grant Thornton LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2025.
🚩 Red Flags
- None identified; the filing explicitly states no disagreements with the outgoing auditor.
📋 Key Facts
- Dismissal of Weaver and Tidwell, L.L.P. effective May 15, 2025.
- Appointment of Grant Thornton LLP as the new independent auditor for FY ending Dec 31, 2025.
- The company stated there were no disagreements with Weaver regarding accounting principles, practices, or auditing scope/procedures.
- Weaver's previous reports (FY 2023 and 2024) did not contain adverse opinions, disclaimers, or qualifications.
This is an 8-K/A (Amendment No. 1) filed to correct a typographical error in a previously filed press release regarding financial reconciliation tables. The amendment corrects the period covered in two table headers from 'Three Months Ended March 31, 2025' to 'Twelve Months Ended December 31, 2025'.
🚩 Red Flags
- Typographical error in financial reconciliation headers could lead to temporary confusion regarding reporting periods for EBITDA and Free Cash Flow metrics.
📋 Key Facts
- Filed on May 15, 2025, as an amendment (8-K/A) to the original filing from May 13, 2025.
- The correction pertains specifically to column headers in two reconciliation tables: 'Reconciliation of Estimated Consolidated Net Income to Adjusted EBITDA' and 'Reconciliation of Estimated Consolidated Net Income to Adjusted Free Cash Flow'.
- The corrected period for these tables is 'Twelve Months Ended December 31, 2025' instead of the previously stated 'Three Months Ended March 31, 2025'.
Drilling Tools International Corp held its 2025 Annual Meeting of Stockholders on May 13, 2025. The meeting resulted in the election of seven directors and the ratification of Weaver & Tidwell, L.L.P. as the independent auditor for fiscal year 2025.
📋 Key Facts
- Annual Meeting held on May 13, 2025.
- Quorum reached with 29,744,673 shares (approx. 83.56%) of outstanding shares present.
- Seven directors elected: Curtis L. Crofford, John D. Furst, Thomas O. Hicks, Eric C. Neuman, Thomas M. Patterson, R. Wayne Prejean, and C. Richard Vermillion.
- Proposal 2 (Auditor Ratification) passed with 29,713,420 votes in favor of Weaver & Tidwell, L.L.P.
Drilling Tools International Corp (DTI) filed an 8-K to provide an investor presentation titled 'Summer 2025'. This filing is intended for investor relations purposes and does not contain material financial changes or structural updates.
📋 Key Facts
- The company released a Summer 2025 Investor Presentation (Exhibit 99.1).
- The filing was signed by CFO David R. Johnson on May 14, 2025.
- The report is filed under Item 7.01 (Regulation FD Disclosure) and Item 9.01.
Drilling Tools International Corporation (DTI) has filed an 8-K to furnish its quarterly press release regarding financial and operating results for the first quarter ended March 31, 2025.
📋 Key Facts
- Report date: May 13, 2025
- Reporting period: First quarter ended March 31, 2025
- The filing is a standard announcement of quarterly results via press release (Exhibit 99.1).
- Company is an emerging growth company.
Drilling Tools International Corp filed an 8-K to provide an investor presentation (Spring 2025) under Regulation FD. The filing does not contain material financial changes, agreements, or structural shifts.
📋 Key Facts
- The company released a Spring 2025 Investor Presentation as Exhibit 99.1.
- The report was filed on March 17, 2025, regarding an event dated March 14, 2025.
- The filing is categorized under Item 7.01 (Regulation FD Disclosure).
Drilling Tools International Corp issued an 8-K to announce its financial and operating results for the fourth quarter and fiscal year ended December 31, 2024. The filing serves as a formal wrapper for the press release containing these results.
📋 Key Facts
- Reporting period: Fourth quarter and fiscal year ended December 31, 2024.
- Report date: March 13, 2025.
- The filing includes a press release (Exhibit 99.1) detailing financial and operating results.
Drilling Tools International Corp announced the successful closing of its acquisition of Titan Tools Services Ltd., a UK-based downhole tool rental company, on January 2, 2025.
📋 Key Facts
- Acquisition target: Titan Tools Services Ltd.
- Target location: United Kingdom
- Target business model: Downhole tool rental
- Closing date: January 2, 2025
- Filing type: Item 7.01 (Regulation FD Disclosure)
Drilling Tools International Corp filed an 8-K to provide an investor presentation (Winter 2024) for investor relations purposes. The filing contains no material changes to operations, finances, or corporate structure.
📋 Key Facts
- The company released a 'Winter 2024' Investor Presentation as Exhibit 99.1.
- The filing is intended for investor relations and other non-binding purposes.
- Report date: November 14, 2024.
Drilling Tools International Corp announced its financial and operating results for the third quarter ended September 30, 2024. The filing serves as a formal notice of the release of quarterly earnings data.
📋 Key Facts
- Reporting period: Third Quarter ended September 30, 2024.
- Filing date: November 13, 2024.
- The company issued a press release (Exhibit 99.1) containing the results.
Drilling Tools International Corp (DTI) has entered into a definitive agreement to acquire Titan Tools Services Ltd., a UK-based company specializing in downhole tool rentals.
📋 Key Facts
- Acquisition target: Titan Tools Services Ltd.
- Target location: United Kingdom
- Target business model: Downhole tool rental services
- Announcement date: October 31, 2024
Drilling Tools International Corp (DTI) filed an amendment to its August 6, 2024, 8-K to provide required pro forma financial information and audited financial statements following the completed merger with Superior Drilling Products, Inc. (SDPI). The filing serves to fulfill regulatory requirements under Item 9.01 regarding the acquisition of SDPI.
🚩 Red Flags
- The filing is an amendment to provide previously missing required financial data, which can sometimes indicate delays in closing accounting requirements.
📋 Key Facts
- The filing is an amendment (8-K/A) to a previously filed report from August 6, 2024.
- DTI completed a merger with Superior Drilling Products, Inc. (SDPI) on August 1, 2024.
- The transaction involved two merger subs: DTI Merger Sub I and DTI Merger Sub II.
- Includes audited consolidated financial statements for SDPI as of Dec 31, 2023, and 2022 (Exhibit 99.1).
- Includes unaudited condensed consolidated balance sheet and statements for SDPI as of March 31, 2024 (Exhibit 99.2).
- Provides unaudited pro forma condensed combined financial information (Exhibit 99.3).
Drilling Tools International Corporation announced the successful closing of its acquisition of European Drilling Systems Holding B.V. (EDP), a private Dutch company, on October 3, 2024.
📋 Key Facts
- Acquisition target: European Drilling Systems Holding B.V. (EDP)
- Target status: Private company registered in the Dutch Commercial Register
- Closing date: October 3, 2024
- Reporting item used: Item 7.01 (Regulation FD Disclosure)
Drilling Tools International Corp (DTI) has completed its merger with Superior Drilling Products, Inc. (SDPI), effectively acquiring the company through a combination of cash and stock consideration.
🚩 Red Flags
- Proration mechanics triggered due to high demand for stock election, indicating potential dilution or complexity in the capital structure post-merger.
📋 Key Facts
- Merger completed on August 1, 2024.
- Total Merger Consideration: Approximately $14,910,868.58 in cash and 4,845,132 shares of DTI common stock.
- SDPI shareholders elected to receive stock at a ratio of 0.313 shares of DTI for each share of SDPI.
- Election results: 80.5% opted for stock, 5.3% opted for cash, and 14.2% made no election (receiving cash).
- The Maximum Share Amount was exceeded, triggering proration where some stock-electing shareholders received a portion of their consideration in cash.
- SDPI common stock has been delisted from the NYSE American.
Drilling Tools International Corp (DTI) and Superior Drilling Products, Inc. (SDPI) issued a joint press release regarding the upcoming acquisition of SDPI by DTI. The filing specifically addresses the election deadline for SDPI shareholders to choose their form of merger consideration.
📋 Key Facts
- DTI is in the process of acquiring Superior Drilling Products, Inc. (SDPI).
- The announcement concerns the election deadline for SDPI shareholders regarding the form of merger consideration they will receive.
- The filing was made on July 25, 2024.
This 8-K/A is an amendment to a previous filing regarding the acquisition of Casing Technologies Group Limited (and its subsidiary Deep Casing Tools Limited). The purpose of this specific filing is to provide required historical financial statements and unaudited pro forma condensed combined financial information related to the transaction.
🚩 Red Flags
- None identified in this amendment; the filing is a compliance-driven supplement to provide missing financial data from a prior acquisition.
📋 Key Facts
- Acquisition date: March 15, 2024
- Target acquired: 100% of shares of Casing Technologies Group Limited (CTG)
- Subsidiary involved: Deep Casing Tools Limited
- Filing type: Amendment to original 8-K to provide required financial exhibits under Item 9.01
- Exhibits included: Audited Consolidated Financial Statements for CTG as of Dec 31, 2023 (Exhibit 99.1) and Pro Forma Condensed Combined Financial Information (Exhibit 99.3)
Drilling Tools International Corp held its 2024 Annual Meeting of Stockholders on May 14, 2024. The meeting resulted in the election of seven directors and the ratification of Weaver & Tidwell, L.L.P. as the independent auditor for fiscal year 2024.
📋 Key Facts
- Annual Meeting held on May 14, 2024.
- Quorum reached with 25,006,326 shares (approx. 84% of outstanding shares) present in person or by proxy.
- All seven director nominees were elected: Curtis L. Crofford, John D. Furst, Thomas O. Hicks, Eric C. Neuman, Thomas M. Patterson, R. Wayne Prejean, and C. Richard Vermillion.
- Proposal 2 (Ratification of Weaver & Tidwell, L.L.P. as independent auditor for FY2024) was approved with 25,006,304 votes in favor.
Drilling Tools International Corporation filed an 8-K to provide an investor presentation (Summer 2024) under Regulation FD disclosure. The filing does not contain material financial changes or structural corporate events.
📋 Key Facts
- Filed on May 10, 2024
- Included Exhibit 99.1: Investor Presentation (Summer 2024)
- The information in the presentation is intended for investor relations and other purposes under Regulation FD.
Drilling Tools International Corporation announced its financial and operating results for the first quarter ended March 31, 2024. The filing serves as a formal announcement of the earnings release issued on May 9, 2024.
📋 Key Facts
- Report date: May 9, 2024
- Reporting period: First quarter ended March 31, 2024
- The filing is an announcement of results rather than a substantive change in corporate structure or material agreement.
- Company is classified as an emerging growth company.
Drilling Tools International Corporation filed an 8-K to disclose an investor presentation intended for use in investor relations activities. The filing does not contain material financial changes or structural corporate updates.
📋 Key Facts
- The company released an 'Investor Presentation (March 2024)' as Exhibit 99.1.
- The report was filed on March 28, 2024.
- The filing is under Item 7.01 (Regulation FD Disclosure) and Item 9.01.
Drilling Tools International Corporation issued a press release announcing its financial and operating results for the fourth quarter and fiscal year ended December 31, 2023.
📋 Key Facts
- Report date: March 27, 2024
- Reporting period: Q4 and Fiscal Year ended December 31, 2023
- The filing is an announcement of results via press release (Exhibit 99.1)
Drilling Tools International Corp (DTI) has refinanced its existing credit facility with PNC Bank, National Association. The new agreement provides a revolving line of credit up to $80 million and a single draw term loan of $25 million, maturing in March 2029.
🚩 Red Flags
- Strict financial covenants (Debt/EBITDA and Fixed Charge Coverage) could trigger default if operational performance fluctuates.
- Standard restrictive covenants limit the company's ability to acquire assets, incur debt, or pay dividends without lender consent.
📋 Key Facts
- Refinancing completed on March 15, 2024.
- New Credit Facility includes an $80,000,000 revolving line of credit and a $25,000,000 single draw term loan.
- Maturity date set for March 2029.
- Lender/Agent is PNC Bank, National Association.
- Covenants include a debt-to-EBITDA ratio max of 3.0 to 1.0 and a springing fixed charge coverage ratio ≥ 1.00 to 1.00.
Drilling Tools International Corp (DTI) completed the acquisition of Casing Technologies Group Limited (CTG), a subsidiary of which owns Deep Casing Tools Limited, for approximately £14.5 million on March 15, 2024.
🚩 Red Flags
- Significant portion of acquisition funds (£14.25M) is used to pay off existing debt rather than directly for equity/assets, which can be a sign of acquiring distressed liabilities.
📋 Key Facts
- Acquisition date: March 15, 2024
- Total consideration: Approximately £14,500,000
- Breakdown of funds: £250,000 for CTG shares and £14,250,000 to payoff CTG lenders
- Target company: Casing Technologies Group Limited (CTG), which owns Deep Casing Tools Limited
- Acquisition structure: 100% share purchase of CTG via a Share Purchase Agreement
Drilling Tools International Corp entered into amended and restated employment agreements for its CEO, CFO, and President of the Directional Tools Rental Division on March 11, 2024. The amendments primarily involve salary increases, new annual target bonuses, and enhanced change in control severance benefits.
🚩 Red Flags
- Increased executive compensation (salaries and bonuses) during a period of potential volatility for micro-cap companies.
- Enhanced change in control severance benefits for all three key executives could create misalignment or high costs during M&A activity.
📋 Key Facts
- CEO R. Wayne Prejean: Base salary increased to at least $600,000; annual target bonus of 100% established; enhanced change in control severance.
- CFO David Johnson: Base salary increased to at least $392,000; annual target bonus of 100% established; enhanced change in control severance.
- President Michael Wayne Domino, Jr.: Base salary increased to at least $320,000; annual target bonus of 75% established; enhanced change in control severance.
- All agreements supersede previous contracts dating back to 2013, 2017, and 2017 respectively.
Drilling Tools International Corp (DTI) has entered into a definitive merger agreement to acquire Superior Drilling Products, Inc. (SDPI). The transaction involves a combination of cash and stock consideration for SDPI shareholders.
🚩 Red Flags
- Complexity of the merger structure (two-step merger involving Merger Sub I and II).
- The deal is subject to regulatory effectiveness of a Form S-4, which can face delays or SEC comments.
- Transaction includes a 'fiduciary out' provision allowing SDPI to seek superior proposals.
📋 Key Facts
- Agreement dated March 6, 2024, between DTI and SDPI.
- SDPI shareholders can elect to receive $1.00 per share in cash or 0.313 shares of DTI common stock per share of SDPI.
- A Voting and Support Agreement has been signed by 'Supporting Shareholders' representing ~40% of SDPI's outstanding common stock.
- The merger is subject to SDPI shareholder approval (majority) and the effectiveness of a Form S-4 registration statement.
- Termination date set for September 30, 2024.
- SDPI will be delisted from the NYSE upon consummation.
Drilling Tools International Corporation issued a press release announcing preliminary financial and operating results for the fiscal year ended December 31, 2023.
📋 Key Facts
- Report date: March 7, 2024
- Subject matter: Preliminary financial and operating results for FY ended Dec 31, 2023
- The information is furnished via press release (Exhibit 99.1) and is not considered 'filed' under the Exchange Act.