Drilling Tools International (DTI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 28, 2026, to be held virtually, with voting on director elections and auditor ratification.

• Proxy materials distributed primarily via Internet to reduce costs and environmental impact.

• Only stockholders of record as of March 3, 2026, are eligible to vote; 35,188,260 shares outstanding.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

Voting matters and shareholder proposals

• Proposal 1: Election of seven director nominees to serve until the 2027 Annual Meeting.

• Proposal 2: Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year 2026.

• Shareholders may submit proposals for the 2027 meeting by November 13, 2026, or nominate directors per Bylaws.

Board of directors and corporate governance

• Board consists of seven members, with recent refreshment following the passing of the former Chair and two directors not standing for reelection.

• New nominees Daniel J. Kimes and Jeremy D. Thigpen identified for election in 2026.

• Board leadership combines Chair and CEO roles, with a Lead Independent Director for oversight.

• All directors except the CEO are independent under Nasdaq and SEC rules.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Annual board and committee evaluations and structured onboarding for new directors.