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Drilling Tools International Corp

For the period ended May 13, 2025. Filed Apr 2, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2025 · Filed Apr 2, 2025

DTI$1.43+1.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

DRILLING TOOLS INTERNATIONAL CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Drilling Tools International Corporation10370 Richmond Avenue, Suite 1000Houston, Texas 77042

Notice of Annual Meeting of Stockholders

Date:

May 13, 2025

Time:

1:00 p.m. CT

Place:

Virtual Webcast

YOUR VOTE

IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting of Stockholders to be held on May 13, 2025

To Our Stockholders:

We invite you to attend the 2025 Annual Meeting of Stockholders (including any adjournment, postponement or rescheduling thereof, the “Annual Meeting”) of Drilling Tools International Corporation, a Delaware corporation (“Drilling Tools,” “DTI” or the “Company”). You will be able to participate in and vote during the Annual Meeting which will be held via live webcast atwww.virtualshareholdermeeting.com/DTI2025 on Tuesday, May 13, 2025 at 1:00 p.m. Central Time. It is important that you retain a copy of the control number found on the proxy card or voting instruction form, which will be required to gain access to the Annual Meeting.

The Annual Meeting is being held in a virtual meeting format only, via live audio webcast. This approach lowers costs and enables participation from our global community. Stockholders will not be able to attend the Annual Meeting in person.

The Annual Meeting is being held for the following purposes, which are more fully described in the accompanying proxy statement (the “Proxy Statement”):

To elect the seven director nominees named in this Proxy Statement to our Board of Directors.

To ratify the appointment of Weaver and Tidwell, L.L.P. as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 17, 2025, are entitled to receive notice of, and to vote at the meeting and any adjournments thereof. This Notice and the accompanying Proxy Statement are being mailed to stockholders as of the record date beginning on or about April 2, 2025.

If you are a registered holder and have questions about your stock ownership, you may contact our transfer agent, Continental Stock Transfer & Trust Company, atwww.continentialstock.com, cstmail@continentalstock.com, or (212) 509-4000. If you are a beneficial holder and have questions about your stock ownership, you should contact your broker. For questions regarding the Annual Meeting, the proposals, or the procedures for voting your shares, you may email InvestorRelations@drillingtools.com. If you need any assistance in voting your shares, please visitwww.proxyvote.com.

Whether or not you expect to attend the virtual meeting, we encourage you to read the Proxy Statement and vote through the Internet or by telephone, or to sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section titled “Information About Solicitation and Voting” in the accompanying Proxy Statement.

Sincerely,

R. Wayne Prejean President and Chief Executive Officer

Annual Meeting of Stockholders

To Be Held on May 13, 2025

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.