Drilling Tools International Corp
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
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FY2025 · Filed Mar 6, 2026
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, and with the involvement of management, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. These controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Remediation of Material Weakness in Internal Control over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in the Company’s financial statements will not be prevented or detected on a timely basis. A material weakness was previously identified related to ineffective monitoring activities to assess the operation of internal control over financial reporting.
As of December 31, 2025, management has evaluated the material weakness described above and believes that its design and implementation of internal control over financial reporting to remediate the material weakness and enhance the Company’s internal control environment has been achieved. To enhance the monitoring of the design and operating effectiveness of internal control over financial reporting and achieve remediation, the Company performed the following actions: (1) provided specific training to control owners aimed at enhancing their understanding of the control environment and responsibilities, including information produced by the entity; (2) provided greater precision of evidence as it related to the performance of both business processes and information technology (“IT”) controls; (3) continued implementation, refinement, and assessment over control gaps identified from previous periods; and (4) monitored the execution of business process and IT controls throughout the year.
Based on the remediation activities described above and the results of management’s testing of controls, management concluded that the previously identified material weakness has been fully remediated as of December 31, 2025.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
An effective system of internal control, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of controls, and therefore can provide only reasonable assurance with respect to the reliability of financial reporting. Because of these inherent limitations, internal control over financial reporting may not prevent or detect all misstatements, including those resulting from human error, fraud, or the circumvention or overriding of controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance regarding the preparation and fair presentation of financial statements.
Under the supervision and with the participation of management, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2025, based on the framework established in the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control—Integrated Framework (COSO). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
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