DTI 10-K & 10-Q changes, risk factors and insider trading
Drilling Tools International Corp · Nasdaq · Oil & Gas Field Machinery & Equipment · CIK 1884516 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Restrictive covenants in the Credit Facility Agreement could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.”
Removed heading “We may incur indebtedness to execute our long-term growth strategy, which may reduce our profitability.”
Removed heading “We may not be able to manage our growth successfully.”
Removed heading “We are exposed to political, economic and other risks that arise from operating a multinational business.”
Removed heading “Changes in tax laws or tax rates, adverse positions taken by taxing authorities and tax audits could impact our operating results.”
Removed heading “HHEP-Directional, L.P. and its affiliates, partners, and associated entities (“HHEP”) own a significant equity interest in us and may take actions that conflict with your interests.”
Removed heading “DTIC’s sole material asset is its direct equity interest in DTIH and, accordingly, it is dependent upon distributions from DTIH to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on the Common Stock.”
Largest changes
“We are exposed to a variety of federal, state, local and international laws and regulations relating to matters such as environmental, workplace, health and safety, labor and employment, customs and tariffs, export and re-export controls, economic sanctions, currency exchange, bribery and corruption and taxation. These laws and regulations are complex, frequently change and have tended to become more stringent over time. …”see in full comparison
“A complex and evolving legal and regulatory landscape, including: compliance with numerous and often conflicting domestic and international laws and regulations relating to anti-corruption (such as the U.S. Foreign Corrupt Practices Act), trade sanctions, import/export controls, customs, and tariffs; changes in tax laws, rates, or interpretations; environmental, workplace, health and safety, and labor and employment laws and regulations; intellectual property laws and protecting our intellectual property; and fluctuations in foreign currency exchange rates and currency exchange controls.”see in full comparison
“A breach of any of these covenants or the inability to comply with the required financial ratios or financial condition tests could result in a default under the Credit Facility Agreement. A default under the Credit Facility Agreement, if not cured or waived, could result in acceleration of all indebtedness outstanding thereunder.”see in full comparison
“Changes in environmental requirements related to greenhouse gas emissions, climate change, or alternative energy sources may negatively impact demand for our products and services. For example, oil and natural gas E&P may decline as a result of environmental requirements or laws, regulations and policies promoting the use of alternative forms of energy, including land use policies and other actions to restrict oil and gas leasing and permitting in response to environmental and climate change concerns. …”see in full comparison
“Restrictive covenants in the Credit Facility Agreement could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.”see in full comparison
“ongoing political instability and uncertainties, including, but not limited to, the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, the relationship between China and the U.S. and other actual or anticipated military or political conflicts;”see in full comparison
Full comparison: every changed paragraph (120)
Restrictive covenants in the Credit Facility Agreement could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.
Restrictive covenants in the Credit Facility Agreement could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.
We may incur indebtedness to execute our long-term growth strategy, which may reduce our profitability.
We may not be able to manage our growth successfully.
A failure of our information technology infrastructure and cyberattackscyberattack could adversely impact us.
Summary of Risk Factors Factors Related to Legal and Regulatory Matters Our operations require us to comply with various domestic and international regulations, violations of which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Changes in tax laws or tax rates, adverse positions taken by taxing authorities and tax audits could impact our operating results.
HHEP-Directional, L.P. and its affiliates, partners, and associated entities (“HHEP”) own a significant equity interest in us and may take actions that conflict with your interests.
DTIC’s sole material asset is its direct equity interest in DTIH and, accordingly, it is dependent upon distributions from DTIH to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on the Common Stock.
Factors affecting the prices of oil and natural gas include, but are not limited to, the following:
demand for hydrocarbons, which is affected by worldwide population growth, economic growth rates and general economic and business conditions;
available excess production capacity within the Organization of Petroleum Exporting Countries (“OPEC”) and the level of oil and gas production by non-OPEC countries;
oil and gas inventory levels, production capacity and investment levels;
the continued development of shale plays which may influence worldwide supply;
transportation differentials associated with reduced capacity in and out of the storage hub in Cushing, Oklahoma;
costs of exploring for, producing and delivering oil and natural gas;
political and economic uncertainty and geopolitical unrest;
oil refining activity and shifts in end-customer preferences toward fuel efficiency and increased transition to electric vehicles;
conservation measures and technological advances affecting energy consumption;
government initiatives to address greenhouse gas emissions and climate change, including incentives to promote alternative energy sources;
potential acceleration of the commercial development of alternative energy sources and adjacent products, such as wind, solar, geothermal, tidal, fuel cells and biofuels;
access to capital and credit markets and investors’ focus on shareholder returns, which may affect our customers’ activity levels and spending for our products and services;
changes in laws and regulations related to hydraulic fracturing activities, saltwater disposal or oil and gas drilling, particularly on public properties;
changes in environmental laws and regulations, including those relating to the use of coal in power plants, as such laws and regulations can impact the demand for natural gas;
adverse weather conditions, changes in weather patterns and natural disasters, including those related to climate change;
supply disruptions in key oil producing regions;
terrorist attacks and armed conflicts, including the current conflict between Russia-Ukraine and Israel-Hamas, which could cause temporary price increases, thereby dampening demand; and global pandemics The oil and gas industry is cyclical and has historically experienced periodic downturns. These downturns have been characterized by diminished demand for our products and services and downward pressure on the prices we charge. These downturns generally cause many E&P companies to reduce their capital budgets and drilling activity. Any future downturn or expected downturn could result in a significant decline in demand for OFS and adversely affect our business, results of operations and cash flows.
Our customers are primarily diversified OFS companies and E&P operators. Historically, we have been dependent on a relatively small number of customers for our revenues. During the years ended December 31, 2024 and 2023, 28% and 39%, respectively, of our total revenue was earned from our two largest customers. Our business, results of operations and financial condition could be materially adversely affected if an important customer ceases to engage us for our services on favorable terms, or at all, or fails to pay or delays paying us significant amounts of our outstanding receivables.
We have operated under a first call supply agreement with one of our largest customer since 2013. We and this customer have agreed to multiple extensions of this agreement, the most recent of which extends the agreement untilthrough June 29, 2025.2026. However, if we are unable to successfully negotiate extensions in the future, then our ability to do business with this customer may be greatly reduced. Moreover, the supply agreements that we have entered into with our other customers are also of limited duration and require periodic extensions. Similarly, a failure to agree to such extensions may hinder our ability to do business with these customers.
The delivery of our products and services requires personnel with specialized skills and experience. Our ability to be productive and profitable will depend upon our ability to attract and retain skilled workers. In addition, our ability to expand our operations depends in part on our ability to increase the size of our skilled labor force. The demand for skilled workers is high, and the cost to attract and retain qualified personnel has increased. During industry downturns, skilled workers may leave the industry, reducing the availability of qualified workers when conditions improve. In addition, a significant increase in the wages paid by competing employers both within and outside of our industry could result in increases in the wage rates that we must pay. ThroughoutOur 2022 and 2023, our expensesexpenes related to salariessalary and wages increasedcontinue materially,to increase year over year, especially those expenses related to certain key oil and gas producing regions, as we sought to meet increasing customer demand. During the year ended December 31, 2024,2025, we experienced similar increases. If we are not able to employ and retain skilled workers, our ability to respond quickly to customer demands or strong market conditions may inhibit our growth, which could have a material adverse effect on our business, results of operations and cash flows.
We are an emerging growth company and smaller reporting company and as such are subject to various risks unique only to emerging growth companies and smaller reporting companies, including but not limited to, no requirement to provide an assessment of the effectiveness of internal controls over financial reporting.companies.
Additionally, as an emerging growth company and smaller reporting company our status as such carries various unique risks such as the risk that our financial statements may not be comparable to those of other public companies, and the risk that we will not be required to provide an assessment of the effectiveness of our internal controls over financial reporting until our second annual report following our initial public offering.companies.
For as long as we continue to be an emerging growth company, we expect that we will take advantage of the reduced disclosure obligations available to us as a result of that classification. We have taken advantage of certain of those reduced reporting burdens in these financial statements. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.
Our ability to source tools, such as drill collars, stabilizers, crossover subs, wellbore conditioning tools, drill pipe, hevi-wave drill pipe and tubing, at reasonable cost is critical to our ability to successfully compete. DueAmong toother athings, shortageinternational ofconflicts steelhave caused primarily by production disruptions during the COVID-19 pandemic and increased demand as economies rebounded, steel and assembled component prices have been and continuecomponents to beincrease elevated.in price. Our business and results of operations may be adversely affected by our inability to manage rising costs and the availability of the tools that we rent to our customers. Additionally, freight costs, specifically ocean freight costs, have risen significantly due to a number of factors including, but not limited to, a scarcity of shipping containers, congested seaports, a shortage of commercial drivers, capacity constraints on vessels or lockdowns in certain markets. We cannot assure you that we will be able to continue to purchase and move these tools on a timely basis or at commercially viable prices, nor can we be certain of the impact of changes to tariffs and future legislation that may impact trade with China or other countries. Should our current suppliers be unable to provide the necessary tools or otherwise fail to deliver such tools timely and in the quantities required, resulting delays in the provision of rentals to our customers could have a material adverse effect on our business, results of operations and cash flows.
In November 2021, the Department of the Interior completed its review and issued a report on the federal oil and gas leasing program. The Department of the Interior’s report recommends several changes to federal leasing practices, including changes to royalty payments, bidding and bonding requirements. The effects of this report or other initiatives to reform the federal leasing process could result in additional restrictions or limitations on the issuance of federal leases and permits for drilling on public lands. Permitting, authorization or renewal delays, the inability to obtain new permits or the revocation of current permits could impact our customers’ operations and cause a loss of revenue and potentially have a materially adverse effect on our business, results of operations and cash flows.
In January 2024, the Biden administration announced a temporary halt on liquified natural gas exports to countries without free trade agreements with the United States. This pause was enjoined in July 2024, and in January 2025, President Trump issued an executive order to roll back this policy. President Trump issued several other executive orders in January 2025 with a stated aim toward increasing oil and gas development within the United States, with anticipated future regulatory activity including opening federal lands to oil and gas leasing (with particular focus on resources in Alaska) and expediting permitting for oil and gas projects in the United States. While certain of the Trump administration’s actions in early 2025 indicate a clear regulatory shift in favor of oil and gas production in the United States, significant additional regulatory action is required to enact these changes. Additionally, such regulatory actions may be challenged, which could result in implementation delays or a need to take further regulatory action. Additionally, even if these regulatory actions are successful, individual permitting and leasing actions may be challenged, creating additional uncertainty.
We may not successfully evaluate or utilize the acquired technology or personnel,personnel or accurately forecast the financial impact of an acquisition transaction, including accounting charges and tax liabilities. We could become subject to legal claims following an acquisition or fail to accurately forecast the potential impact of any claims. Any of these issues could have a material adverse impact on our business and results of operations.
The occurrence of any of these events could result in substantial losses to us or to our customers due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties, suspension of operations and repairs required to resume operations. The cost of managing such risks may be significant. The frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators.
Restrictive covenants in the Credit Facility Agreement could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.
The Amended and Restated Revolving Credit, Security and Guaranty Agreement among Drilling Tools International, Inc., certain of its subsidiaries, DTIC and PNC Bank, National Association, dated March 15, 2024 (“Credit Facility Agreement”) imposes operating and financial restrictions. These restrictions limit our ability to, among other things, subject to permitted exceptions:
incur additional indebtedness;
make investments or loans;
create liens;
consummate mergers and similar fundamental changes;
declare and pay dividends and distributions; and enter into certain transactions with affiliates.
The restrictions contained in the Credit Facility Agreement could:
limit the ability to plan for, or react to, market conditions, to meet capital needs or otherwise to restrict our activities or business plan; and adversely affect the ability to finance our operations or to engage in other business activities that would be in our interest.
The Credit Facility Agreement requires compliance with a specified financial ratio. The ability to comply with this ratio may be affected by events beyond our control and, as a result, this ratio may not be met in circumstances when it is tested. This financial ratio restriction could limit the ability to obtain future financings, make needed capital expenditures, withstand a continued downturn in our business or a downturn in the economy in general or otherwise conduct necessary corporate activities. Declines in oil and natural gas prices, and therefore a reduction in our customers’ activity, could result in failure to meet one or more of the covenants under the Credit Facility Agreement which could require refinancing or amendment of such obligations resulting in the payment of consent fees or higher interest rates, or require a capital raise at an inopportune time or on terms not favorable.
A breach of any of these covenants or the inability to comply with the required financial ratios or financial condition tests could result in a default under the Credit Facility Agreement. A default under the Credit Facility Agreement, if not cured or waived, could result in acceleration of all indebtedness outstanding thereunder.
We may incur indebtedness to execute our long-term growth strategy, which may reduce our profitability.
Maintaining a relevant rental fleet requires significant capital. We may require additional capital in the future to maintain and refresh our fleet. For the years ended December 31, 2024 and 2023, we spent $23 million, and $44 million, respectively, to purchase property, plant and equipment. Historically, we have financed these investments through cash flows from operations and external borrowings. These sources of capital may not be available to us in the future. If we are unable to fund capital expenditures for any reason, we may not be able to capture available growth opportunities or effectively maintain our existing assets and any such failure could have a material adverse effect on our business, results of operations and financial condition. If we incur additional indebtedness, our profitability may be reduced.
In addition to our facilities in the United States, we operate stocking points in Scotland and Germany and facilities in Canada and the United Arab Emirates. Instability and unforeseen changes in any of the markets in which we conduct business could have an adverse effect on the demand for, or supply of, the products that we rent and the services that we provide, which in turn could have an adverse effect on our business, results of operations and cash flows. These factors include, but are not limited to:
Additionally, operating internationally exposes us to a wide range of risks, including political and economic instability, regulatory changes, and market volatility. These risks encompass nationalization or expropriation of assets, restrictive taxation, inflationary pressures, civil unrest, labor disputes, natural disasters, terrorism, cyber threats, and military conflicts. We also face risks related to repatriation of income, shortages of qualified personnel, technological changes, currency fluctuations, and interest rate volatility. Each of these factors could adversely impact our ability to operate efficiently and profitably in certain regions.
nationalization and expropriation;
potentially burdensome taxation;
inflationary and recessionary markets, including capital and equity markets;
civil unrest, labor issues, political instability, natural disasters, terrorist attacks, cyber-terrorism, military activity and wars;
outbreaks of pandemic or contagious diseases;
supply disruptions in key oil producing countries;
tariffs, trade restrictions, trade protection measures or price controls;
Management's Discussion & Analysis (MD&A)
New heading “Oil and Natural Gas Prices”
New heading “Other operating and non-operating costs, net”
Removed heading “Drilling Tools International Holdings, Inc. (“DTIH”) entered into a business combination agreement (the “Agreement”) with ROC Energy Acquisition Corp. (“ROC”) on February 13, 2023. The transactions contemplated by the Agreement (the “Merger”) were completed on June 20, 2023, and in conjunction therewith ROC changed its name to Drilling Tools International Corporation (“DTIC” and, together with its subsidiaries, “DTI”, the “Company”, “we”, “us” or “our”, unless the context otherwise requires).”
Removed heading “How We Evaluate Our Operations”
Removed heading “Adjusted EBITDA”
Removed heading “Key Components of Results of Operations”
Removed heading “Costs and Expenses”
Removed heading “Cost of Revenue”
Removed heading “Selling, General and Administrative Expense”
Removed heading “Depreciation and Amortization Expense”
Removed heading “Cost of Revenue”
Removed heading “Selling, General, and Administrative Expense”
Removed heading “Depreciation and Amortization Expense”
Removed heading “Interest Expense, net”
Removed heading “Other Expense, net”
Removed heading “Revenue recognition”
Removed heading “Tool Rental Services”
Removed heading “Contract estimates and judgments”
Removed heading “Stock-Based Compensation”
Removed heading “Lessor Accounting”
Largest changes
“The ongoing conflict in Ukraine and the Israel-Hamas conflict have caused uncertainty in the oil and natural gas markets, and the financial markets, both globally and in the U.S. Such uncertainty already has and could continue to cause stock price volatility and supply chain disruptions as well as higher oil and natural gas prices. These could result in higher inflation worldwide, impact consumer spending and negatively impact demand for our goods and services. Moreover, additional interest rate increases by the U.S. …”see in full comparison
“Net cash provided by operating activities for the year ended December 31, 2023, was $23.3 million resulting from our net income of $14.7 million, adjusted for non-cash charges of $25.0 million in depreciation, amortization, deferred financing, and leases, $4.0 million of stock-based compensation expense as a result of the Merger, $0.5 million of losses on asset disposals, $3.4 million in deferred tax expense, and $0.3 million of other non-cash charges. …”see in full comparison
“In the first half of 2024, the oil and gas market witnessed a dynamic interplay of geopolitical tensions, supply concerns, and global demand fluctuations. Crude oil prices remained volatile, with benchmarks such as Brent and WTI experiencing fluctuations driven by a multitude of factors. Geopolitical tensions in key oil-producing regions, such as the Middle East, continued to influence market sentiment, leading to sporadic spikes in prices. Additionally, concerns over supply disruptions, particularly amidst conflicts and geopolitical uncertainties, added to the market’s unease. …”see in full comparison
“Drilling Tools International Holdings, Inc. (“DTIH”) entered into a business combination agreement (the “Agreement”) with ROC Energy Acquisition Corp. (“ROC”) on February 13, 2023. The transactions contemplated by the Agreement (the “Merger”) were completed on June 20, 2023, and in conjunction therewith ROC changed its name to Drilling Tools International Corporation (“DTIC” and, together with its subsidiaries, “DTI”, the “Company”, “we”, “us” or “our”, unless the context otherwise requires).”see in full comparison
“We adopted ASC 842, Leases (“ASC 842”) as of January 1, 2022. ASC 842 was adopted using the modified retrospective transition approach, with no restatement of prior periods or cumulative adjustments to retained earnings. Upon adoption, we elected the package of transition practical expedients, which allowed us to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases. We elected the use-of-hindsight to reassess lease term. …”see in full comparison
“On January 1, 2019, we adopted Accounting Standards Codification (“ASC”) 606 on a modified retrospective basis for all contracts with customers. As a result of the adoption, there were no material changes to the timing of the revenue recognition or measurement of revenue. Therefore, the only changes to the financial statements related to the adoption are in the disclosures as included herein. We adopted ASC 842, Leases (“ASC 842”) as of January 1, 2022. …”see in full comparison
Full comparison: every changed paragraph (132)
Drilling Tools International Holdings, Inc. (“DTIH”) entered into a business combination agreement (the “Agreement”) with ROC Energy Acquisition Corp. (“ROC”) on February 13, 2023. The transactions contemplated by the Agreement (the “Merger”) were completed on June 20, 2023, and in conjunction therewith ROC changed its name to Drilling Tools International Corporation (“DTIC” and, together with its subsidiaries, “DTI”, the “Company”, “we”, “us” or “our”, unless the context otherwise requires).
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited annual financial statements and the related notes included under Item 8 – Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K (the “Report”) as well as DTIH’s auditedaccompanying consolidated financial statements and notesrelated thereto included in the prospectus/proxy statement/consent solicitation statement, dated May 12, 2023, and filed with the SEC. The discussion and the analysis should also be read together with the information set forth in the section entitled “Business.”notes. The following discussion contains “forward-looking statements based upon current expectations” that involvereflect risks,our uncertaintiesplans, estimates, beliefs and assumptions.expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of variousa factors,variety of risks and uncertainties, including those setdescribed forth under the sections titled “Risk Factors” andin “Cautionary NoteStatement Regarding Forward-Looking Statements” orand “Item 1A. Risk Factors” included elsewhere in otherthis partsAnnual Report, all of this Report. Our historical resultswhich are notdifficult necessarilyto indicativepredict. In light of these risks, uncertainties and assumptions, the resultsforward-looking thatevents discussed may benot expectedoccur. forWe assume no obligation to update any periodof inthese theforward-looking future.statements except as otherwise required by law.
We are a global oilfield services company that designs, engineers, manufactures and provides a differentiated, rental-focused offering of tools for use in onshore and offshore horizontal and directional drilling operations, as well as other cutting-edge solutions across the well life cycle. We now operate from 1615 servicelocations and support centers acrossin North America and 11 international service and support centers acrossin Europe, the Europe, Middle East, Africa ("EMEA") regions and Asia-Pacific ("APAC") regions.Asia-Pacific.
Our revenues are derived from two sources: tool rental and product sales. Tool rental revenues are derived from the rental of tools used in bottom hole assemblies (“BHA”), various wellbore optimization tools, and tubular goods for drilling, workover, and completion operations. Additionally, tool rental revenue consists of the repair and inspection of such tools. Product sale revenues are derived from the sale of target depth technologies, the manufacturing and repair of tools for external customers, and tool recovery revenue. During the years ended December 31, 2025 and 2024, we derived 81% and 76% of total revenues from tool rentals and 19% and 24% from product sales, respectively.
We operate out of 2 reporting segments, split by geography, consisting of the Western Hemisphere operations and the Eastern Hemisphere operations.
Our business model primarily centers on revenue generated from tool rentals and product sales. We generated revenue from tool rentals and product sales of $154.4 million and $152.0 million for the years ended December 31, 2024 and 2023, respectively, and had net income of $3.0 million and $14.7 million for those same periods. We historically incurred significant operating losses since inception. As of December 31, 2024 and 2023, we had an accumulated deficit of $3.6 million and $6.3 million, respectively.
We believe our future financial performance will be driven by continued investment in oil and gas drilling following years of industry underinvestment.
See "Item 1. Business" for information on our products and business. Demand for our services and products depends primarily upon the general level of activity in the oil and gas industry, including the number of active drilling rigs, the number of wells drilled, the depth and working pressure of these wells, the number of well completions, the level of well remediation activity, the volume of production and the corresponding capital spending by oil and natural gas companies. Oil and gas activity is in turn heavily influenced by, among other factors, investor sentiment, availability of capital and oil and gas prices locally and worldwide, which have historically been volatile.
Our product sales revenues are primarily dependent on oil and gas companies paying for tools that are lost or damaged in their drilling programs as well as the customers need to replace aging or consumable products and our ability to provide competitive pricing. With the addition of Deep Casing Tools, we now sell tools to the end users for use in constructing their wells.
Oil and Natural Gas Prices
The following table summarized average oil and natural gas prices in North America over the indicated periods as well as International and Domestic industry activity levels as reflected by the average number of active onshore drilling rigs during the same periods.
(1) U.S. Energy Information Administration (“EIA”) Cushing, OK WTI (“West Texas Intermediate”) monthly average spot price per barrel of crude oil.
(2) EIA Henry Hub Natural Gas monthly average spot price per million British Thermal Unit (“MMBtu”).
(3) Baker Hughes, includes land and offshore activity and does not include miscellaneous rigs In the year ended December 31, 2025, the oil and gas market witnessed a dynamic interplay of geopolitical tensions, shifting demand dynamics, and evolving economic factors. U.S. oil production reached record highs, averaging 13.5 million barrels per day, driven by the Permian Basin and offshore developments. However, this surge in supply coincided with an increasing surplus in global oil supply over demand, leading to downward pressure on prices. Crude oil prices experienced declines, specifically WTI, whose monthly average decreased by 14% in 2025 compared to 2024. Despite the high volatility in spot oil prices described above, our customers tend to be more focused on medium-term and long term commodity prices when making investment decisions due to the longer lead times for offshore projects.
In the year ended December 31, 2025, U.S. natural gas prices experienced a notable rebound following the record lows of 2024. The monthly average Henry Hub spot price increased by 61% in 2025 compared to 2024. An increase in demand is expected to outpace any expected growth in U.S. production, leading to a tightening of inventories and supporting higher prices throughout 2025.
In the first half of 2024, the oil and gas market witnessed a dynamic interplay of geopolitical tensions, supply concerns, and global demand fluctuations. Crude oil prices remained volatile, with benchmarks such as Brent and WTI experiencing fluctuations driven by a multitude of factors. Geopolitical tensions in key oil-producing regions, such as the Middle East, continued to influence market sentiment, leading to sporadic spikes in prices. Additionally, concerns over supply disruptions, particularly amidst conflicts and geopolitical uncertainties, added to the market’s unease. As the global market for crude oil has continued its recovery, technical recessions, specifically in China, have slowed progress and created fluctuations in global demand. As of December 31, 2024, the WTI oil price was approximately $72.44 per barrel.
Despite the volatility in spot oil prices described above, our customers tend to be more focused on medium-term and long term commodity prices when making investment decisions due to the longer lead times for onshore and offshore projects. These forward prices experienced far less volatility in 2022 and 2023 and have maintained levels in 2024 which are highly constructive for onshore and offshore project demand.
Prices for natural gas decreased somewhat throughout the first half of 2024 relative to the fourth quarter of 2023 in the U.S. due to several factors, including a mild winter in key consuming regions and increased production and availability, both of which led to an oversupply in the market. Additionally, constrained storage capacity and delivery delays resulted in uncertainty around liquified natural gas exports in the U.S. Despite these factors, the price of natural gas rebounded in the second half of 2024, to a point in which the December 2024 average price exceeded the December 2023 average price. Henry Hub natural gas spot prices have increased from an average of $2.52 per one million British Thermal Units (“MMBtu”) in December 2023 to $3.01 per MMBtu in December 2024.
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The ongoing conflict in Ukraine and the Israel-Hamas conflict have caused uncertainty in the oil and natural gas markets, and the financial markets, both globally and in the U.S. Such uncertainty already has and could continue to cause stock price volatility and supply chain disruptions as well as higher oil and natural gas prices. These could result in higher inflation worldwide, impact consumer spending and negatively impact demand for our goods and services. Moreover, additional interest rate increases by the U.S. Federal Reserve to combat inflation could further increase the probability of a recession.
Notwithstanding the significant commodity price volatility over the past several years, we have seen decreases in drilling activity inboth the Western Hemisphere. Conversely,and Eastern HemisphereHemisphere. drilling activity has increased year over year. ForDuring the yearsyear ended December 31, 2024 and 2023,2025, the monthlyweekly average Western Hemisphere rig countcount, wasas 940reported andby 1,040Baker rigs,Hughes respectively,decreased orby a8% decreaseas ofcompared 10%. Forto the yearsweekly average during the year ended December 31, 20242024. andAdditionally, 2023,during the monthlyyear ended December 31, 2025, the weekly average Eastern Hemisphere rig countcount, wasas 747reported andby 732Baker rigs,Hughes respectively,decreased orby an7% increaseas compared to the weekly average during the year ended December 31, 2024. However, notwithstanding the impact of 2%.longer laterals, improved rig efficiencies have partially offset the impact of this reduction.
We are experiencing the impacts of global inflation, both in increased personnel costs and the prices of goods and services required to operate our rigs and execute capital projects. While we are currently unable to estimate the ultimate impact of rising prices, we do expect that our costs will continue to rise in the near term and will impact our profitability.
How We Evaluate Our Operations
We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including revenue, net and non-GAAP measures Adjusted EBITDA.
Revenue, net
We analyze our performance by comparing actual monthly revenue to revenue trends and revenue forecasts by product line as well as tool activity trends for each month. Our revenue is primarily derived from tool rental and product sales.
Adjusted EBITDA
We regularly evaluate our financial performance using Adjusted EBITDA. Our management believes Adjusted EBITDA is a useful financial performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and allows more meaningful analysis of the trends and performance of our core operations.
Please refer to the section titled “Non-GAAP Financial Measures” below for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial performance measure calculated and presented in accordance with GAAP.
Free Cash Flow
Beginning in the first quarter of fiscal year 2024, we revised our presentation of non-GAAP measures to exclude the presentation of free cash flow in alignment with industry practices and to enhance comparability with our peers. The Company has determined that GAAP disclosures regarding the Company’s liquidity and capital resources, in the form provided in the Company’s recent periodic reports and without further enhancement through the inclusion of non-GAAP free cash flow information, provide investors with sufficient information on the Company’s cash available for investments, acquisitions, and working capital requirements.
Key Components of Results of Operations
The discussion below relating to significant line items from our consolidated statements of operations and comprehensive income are based on available information and represent our analysis of significant changes or events that impact the comparability of the reported amount. Where appropriate, we have identified specific events and changes that affect comparability or trends and, where reasonably practicable, we have quantified the impact of such items.
Revenue, net
We currently generate our revenue, net from tool rental services and product sales. Tool rental services consist of rental services, inspection services, and repair services and is accounted for in accordance Topic 842. We recognize revenues from renting tools on a straight-line basis. Our rental contract periods are daily, monthly, per well, or based on footage. As part of this straight-line methodology, when the equipment is returned, we recognize as incremental revenue the excess, if any, between the amount the customer is contractually required to pay, which is based on the rental contract period applicable to the actual number of days the drilling tool was out on rent, over the cumulative amount of revenue recognized to date.
The rental tool recovery component of product sales revenue is recognized when a tool is deemed to be lost-in-hole, damaged-beyond-repair, or lost-in-transit while in the care, custody, or control of the customer. Other made to order product sales revenue is recognized when the product is picked up by the customer and control is transferred. Product sale revenue is accounted for in accordance with Topic 606.
We expect our tool rental services revenue to increase due to an expected increase in drilling activity, customer pricing and market share.
We expect that product sales revenue will increase as aged and consumable products will continue to be replaced in order to maintain or increase capacity. Additionally, product sale focused acquisitions are expected to further increase product sale revenue.
Costs and Expenses
Our costs and expenses consist of cost of revenue, selling, general and administrative expense, and depreciation and amortization expense.
Cost of Revenue
Our cost of revenue consists primarily of all direct and indirect expenses related to providing our tool rental services offering and delivering our product sales, including personnel-related expenses and costs associated with maintaining the facilities.
We expect our total cost of tool rental revenue and our total cost of product sale revenue to increase in absolute dollars in future periods, corresponding to our anticipated growth in revenue and employee headcount. This increase in headcount is intended to support our customers and maintain the manufacturing, operations and field service team. The expected increase in these two costs builds-in some expected cost inflation.
We expect that gross margins will continue to improve slightly as we leverage our existing cost structure to increase our business activity. However, we expect to see continued pricing pressure from customers which may offset any incremental gains.
Selling, General and Administrative Expense
General and administrative expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation for personnel, and outside professional services expenses including legal, audit and accounting services, insurance, other administrative expenses and allocated facility costs for our administrative functions.
We expect our operating expenses to increase in absolute dollars for the foreseeable future as a result of operating as a public company as well as the Company continues to grow and scale operations. In particular, we expect our legal, accounting, tax, personnel-related expenses and directors’ and officers’ insurance costs reported within general and administrative expense to increase as we establish more comprehensive compliance and governance functions, increase security and IT compliance functions, review internal controls over financial reporting in accordance with the Sarbanes-Oxley Act and prepare and distribute periodic reports as required by the rules and regulations of the SEC. As a result, our historical results of operations may not be indicative of our results of operations in future periods.
Selling expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation for personnel, direct advertising, marketing and promotional material costs, sales commission expense, consulting fees and allocated facility costs for our sales and marketing functions.
We intend to increase investments in our sales and marketing organization to increase revenue, expand our global customer base, and broaden our brand awareness. We expect our sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future.
Depreciation and Amortization Expense
Depreciation and amortization expense relates to the consumption of our property and equipment, which consists of rental tools, shop equipment, computer equipment, furniture and fixtures and leasehold improvements, and the amortization of our intangible assets mainly related to customer relationships, patents, and developed technology.
Our other expense, net is primarily comprised of interest income (expense), gain on sale of property, unrealized gain (loss) on securities, transaction related expenses, and other miscellaneous income and expense unrelated to our core operations.
Consolidated Results of Operations
The following discussions relating to significant line items from our consolidated statements of comprehensive income (loss) are based on available information and represent our analysis of significant changes or events that impact the comparability of reported amounts.
We have two operating segments consisting of the Western Hemisphere segment and the Eastern Hemisphere segment. Our results of operations are evaluated by the Chief Executive Officer on a consolidated basis as well as at the segment level. The performance of our operating segments is primarily evaluated based on segment EBITDA (in addition to other measures), which is defined as income before taxes and before interest income (expense), net, other income (expense), net and corporate and other expenses not allocated to the operating segments.
ComparisonYear ofEnded theDecember Years31, 2025 compared to Year Ended December 31, 2024 and 2023
(1) Corporate and other includes stock compensation expense, monitoring expenses, and unallocated corporate expenses (2) nm = not meaningful Western Hemisphere revenue was $148.6 million for the year ended December 31, 2025, a decrease of $3.8 million, or 3%, compared to the year ended December 31, 2024. The decrease in revenues was driven by a decrease in tool rental revenue as a result of lower customer activity levels during 2025. Western Hemisphere segment income was $49.5 million for the year ended December 31, 2025, a decrease of $2.0 million, or 4%, compared to the year ended December 31, 2024. The decrease was in line with the decrease in revenue and driven by lower customer activity levels in 2025.
Eastern Hemisphere revenue was $23.5 million for the year ended December 31, 2025, an increase of $10.3 million, or 78% compared to the year ended December 31, 2024. The increase in revenues was driven by the recent acquisitions of tool rental businesses located within the Eastern Hemisphere. Eastern Hemisphere segment income was $0.5 million for the year ended December 31, 2025, a decrease of $0.8 million, or 59%, compared to the year ended December 31, 2024. The decrease was driven by increased headcount as a result of the acquisitions and an activity decline seen in the Middle Eastern market.
The following table set forth our results of operations for the years ended December 31, 2024 and 2023:
Revenue, net
What changed in the latest 10-Q
Risk Factors
Our Annual Report filed with the SEC on March 6, 2026, describes important risk factors that could cause our business, financial condition, results of operations and growth prospects to differ materially from those indicated or suggested by forward-looking statements made in this Report or presented elsewhere by management from time to time. There have been no material changes to the risk factors that appear in the Annual Report as of the date of this Quarterly Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the Six Months Ended June 30, 2026 and 2025”
New heading “Interest Expense, net”
Removed heading “Depreciation and amortization expense”
Removed heading “Other operating and non-operating expense, net”
Largest changes
“We are not aware of any known trends, demands, commitments, events, or uncertainties that have resulted in or are reasonably likely to result in a material change in our liquidity. Our primary sources of liquidity continue to be cash flows from operations, together with availability under our credit facilities. We believe these sources will be sufficient to meet our working capital requirements, capital expenditures, and other liquidity needs for at least the next twelve months. …”see in full comparison
“Other operating and non-operating expense, net was $1.9 million for the six months ended June 30, 2026, a decrease of $1.9 million, or 51%, compared to the six months ended June 30, 2025. The decrease was primarily a result of reduction in restructuring and software implementation expenses incurred in the first half of 2025 compared to the first half of 2026.”see in full comparison
Full comparison: every changed paragraph (37)
The following discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes as of MarchJune 31,30, 2026, and for the three and six months ended MarchJune 31,30, 2026 and 2025, included elsewhere herein. For additional information pertaining to our business, including risk factors which should be considered before investing in our common stock, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. All dollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated. Capitalized terms used in this section, but not otherwise defined, have the meanings ascribed to them in the Report.
Our revenues are derived from two sources: tool rental and product sales. Tool rental revenues are derived from the rental of tools used in bottom hole assemblies (“BHA”), various wellbore optimization tools, and tubular goods for drilling, workover, and completion operations. Additionally, tool rental revenue consists of the repair and inspection of such tools. Product sale revenues are derived from the sale of target depth technologies, the manufacturing and repair of tools for external customers, and tool recovery revenue. During the three months ended MarchJune 31,30, 2026 and 2025, we derived 76%78% and 81%83% of total revenues from tool rentals and 24%22% and 19%17% from product sales, respectively. During the six months ended June 30, 2026 and 2025, we derived 77% and 82% from tool rentals and 23% and 18% from product sales, respectively.
(3) Baker Hughes, includes land and offshore activity and does not include miscellaneous rigs During the threesix months ended MarchJune 31,30, 2026, the oil and gas market continued to reflectbe ainfluenced dynamicby interplayevolving ofsupply and demand fundamentals, geopolitical tensions, shifting demand patterns,developments, and broader macroeconomic factors.conditions. U.S. crude oil production remained near record levels, supported by sustainedcontinued activity in thekey Permianshale Basinbasins and offshore developments. However,While elevated supply, combined with moderating global demand growth, contributed to a continued imbalance in globalcrude oil markets and exerted downward pressure on prices. Crude oil prices, including WTI,prices remained volatile during the quarterperiod, andcustomer generallyinvestment trendeddecisions below prior-year levels. Despite this near-term volatility, our customers continuecontinued to prioritizebe driven primarily by medium- and long-term commodity price expectationsexpectations, whenparticularly makingfor investmentoffshore decisions, given the extended lead times associatedprojects with offshorelonger projects.development cycles.
U.S. natural gas prices remained above prior-year levels during the first half of 2026, supported by improving market fundamentals, including continued demand growth and relatively tighter inventories, despite increasing domestic production.
Operational activity remained below historical levels in certain Western and Eastern Hemisphere markets. However, longer laterals, improved drilling efficiencies, and higher productivity per rig continued to partially offset the impact of lower drilling activity, supporting demand for certain products and services.
During the three months ended March 31, 2026, U.S. natural gas prices continued to strengthen, building on the recovery observed in 2025 following the record lows of 2024. Market fundamentals remained supportive, with demand growth continuing to outpace increases in U.S. production, contributing to tighter inventory levels. As a result, natural gas prices remained elevated during the quarter.
Despite significant commodity price volatility over the past several years, we have seen decreases in both the Western and Eastern Hemisphere. However, notwithstanding the impact of longer laterals, improved rig efficiencies have partially offset the impact of this reduction. As a result, while overall activity has moderated, productivity per rig has increased, helping to cushion the effect of reduced drilling activity on overall output.
We are experiencing the impacts of global inflation, both in increased personnel costs and the prices of goods and services required to operate drillingour rigs and execute capital projects. While we are currently unable to estimate the ultimate impact of rising prices, we do expect that our costs will continue to rise in the near term and will impact our profitability.
(2) nm = not meaningful
Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025 nm = not meaningful
Western Hemisphere revenue was $33.4$33.0 million for the three months ended MarchJune 31,30, 2026, a decrease of $7.8$4.6 million, or 19%,12%, compared to the three months ended MarchJune 31,30, 2025. The decrease in revenues was driven by a decrease in tool rental revenue as a result of lower customer activity levels and pricing pressurespressures. duringAdditionally, thewestern three months ended March 31, 2026. Western Hemispherehemisphere segment income was $10.1$9.9 million for the three months ended MarchJune 31,30, 2026, a decrease of $3.5$2.2 million,million or 26%,18%, compared to the three months ended MarchJune 31,30, 2025. The decrease was in line with the decrease in revenue and drivena byresult lower customer activity levels and pricing pressures duringof the threesame months ended March 31, 2026.drivers.
Eastern Hemisphere revenue was $6.7$7.3 million for the three months ended MarchJune 31,30, 2026, an increase of $1.7$1.2 million, or 33%,20%, compared to the three months ended MarchJune 31,30, 2025. The increase in revenues was driven by increases in our product sales in the Eastern Hemisphere as well as increased rental activity in geographies into which the Company has expanded. EasternAdditionally, Hemisphereeastern hemisphere segment lossincome was $0.1$0.8 million for the three months ended MarchJune 31,30, 2026, an increase of $0.1$0.7 million,million or 41%,1633%, compared to the three months ended MarchJune 31,30, 2025. ThisThe increase was in line with the increase seen in revenue.revenue and a result of the same drivers.
Depreciation and amortization expense
Depreciation and amortization expense was $6.9 million for the three months ended March 31, 2026, an increase of $0.2 million, or 3%, compared to the three months ended March 31, 2025. The increase corresponds with the increasing property, plant, and equipment and intangible asset balances as a result of acquisitions and capital expenditures.
Interest expense, net was $1.0$1.1 million for the three months ended MarchJune 31,30, 2026, a decrease of $0.3$0.2 million, or 23%,17%, compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily a result of reductionthe decrease in the Company's netoverall debt balance yearof overapproximately year.$2.7 million when comparing June 30, 2026 to June 30, 2025.
Other operating and non-operating expense, net
Other operating and non-operating expense, net was $0.8$1.1 million for the three months ended MarchJune 31,30, 2026, a decrease of $1.2$0.8 million, or 60%,42%, compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily a result of thereduction in restructuring costsand software implementation expenses incurred duringin the threesecond monthsquarter ended March 31,of 2025 ascompared ato resultthe second quarter of change in segments and reorganization.2026.
Comparison of the Six Months Ended June 30, 2026 and 2025
Western Hemisphere revenue was $66.4 million for the six months ended June 30, 2026, a decrease of $12.4 million, or 16%, compared to the six months ended June 30, 2025. The decrease in revenues was driven by a decrease in tool rental revenue as a result of lower customer activity levels and pricing pressures. Additionally, western hemisphere segment income was $20.0 million for the six months ended June 30, 2026, a decrease of $5.7 million or 22%, compared to the six months ended June 30, 2025. The decrease was in line with the decrease in revenue and a result of the same drivers.
Eastern Hemisphere revenue was $14.0 million for the six months ended June 30, 2026, an increase of $2.9 million, or 26% compared to the six months ended June 30, 2025. The increase in revenues was driven by the recent acquisitions of tool rental businesses located within the Eastern Hemisphere and increased rental activity in geographies into which the Company has expanded. Eastern Hemisphere segment income was $0.7 million for the six months ended June 30, 2026, an increase of $0.8 million, or 566%, compared to the six months ended June 30, 2025. The increase was in line with the increase in revenue and a result of the same drivers.
Interest Expense, net
Interest expense, net was $2.1 million for the six months ended June 30, 2026, a decrease of $0.5 million, or 20%, compared to the six months ended June 30, 2025. The decrease was primarily a result of the decrease in the overall debt balance of approximately $2.7 million when comparing June 30, 2026 to June 30, 2025.
Other operating and non-operating expense, net was $1.9 million for the six months ended June 30, 2026, a decrease of $1.9 million, or 51%, compared to the six months ended June 30, 2025. The decrease was primarily a result of reduction in restructuring and software implementation expenses incurred in the first half of 2025 compared to the first half of 2026.
The following tabletables presentspresent a reconciliation of Adjusted EBITDA to net income (loss) for the three and six months ended June 30, 2026 and 2025 (non-recurring transaction expenses recorded to other (income) expense are presented separately within Adjusted EBITDA):
At MarchJune 31,30, 2026, we had $2.8$2.5 million of cash and cash equivalents.cash. Our primary sources of liquidity and capital resources are cash on hand, cash flows generated by operating activities and, if necessary, borrowings under the Credit Facility Agreement. We may use additional cash generated to execute strategic acquisitions or for general corporate purposes. We believe that our existing cash on hand, cash generated from operations and available borrowings under the Credit Facility Agreement will be sufficient for the next 12 months to meet working capital requirements and anticipated capital expenditures as well as any need beyond the next 12 months.
We are not aware of any known trends, demands, commitments, events, or uncertainties that have resulted in or are reasonably likely to result in a material change in our liquidity. Our primary sources of liquidity continue to be cash flows from operations, together with availability under our credit facilities. We believe these sources will be sufficient to meet our working capital requirements, capital expenditures, and other liquidity needs for at least the next twelve months. However, our liquidity may be impacted by a variety of factors, including changes in market conditions, commodity prices, customer demand, capital allocation priorities, and other macroeconomic factors, the extent and timing of which remain uncertain.
Reference is made to the disclosure set forth under the heading “Revolving Credit Facility” in Note 8 – Long TermLong-term Debt, of the notes to Interimcondensed Financialconsolidated Statements.financial statements.
Our material contractual obligations arise from leases of facilities and vehicles under noncancelable operating lease agreements. See Note 15 - Commitments and Contingencies, of the notes to the Interimcondensed Financialconsolidated Statements.financial statements.
We currently have available federal net operating loss carryforwards to offset our federal taxable income, and we expect that these carryforwards will substantially reduce our cash tax payments over the next several years. If we forfeit these carryforwards for any reason or deplete them faster than anticipated, our cash tax obligations could increase substantially. For additional information, see Note 9 - Income Taxes, of the notes to the Interimcondensed Condensedconsolidated Consolidatedfinancial Financial Statements.statements.
Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was $3.2$5.5 million, the driver being a net loss of $2.0$3.3 million and a decrease in net working capital of $6.1$11.6 million offset by non-cash adjustments of $4.9$9.4 million. We will continue to evaluate our capital requirements for both short-term and long-term liquidity needs, which could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, rising interest rates, and other risks detailed in the section of this Report entitled “Risk Factors.”
Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2025 was $2.4$4.6 million, the driver being a net loss of $1.7$4.0 million,million including non-cash charges of $7.2 million, offset byand a decrease in net working capital of $3.1$4.8 million offset by non-cash adjustments of $13.5 million.
Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $3.0$3.7 millionmillion, resulting from purchases of property, plant, and equipment of $7.7$11.9 million,million purchasesand the purchase of intangible assets of $0.4$0.8 million, partially offset by proceeds from rental tool recovery sales of $5.1$8.9 million.
Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2025 was $7.3$12.1 million, resulting from purchases of property, plant, and equipment of $5.0$12.6 million, purchases of intangible assets of $0.7$1.1 million, and the acquisition of Titan Tools for $5.6 million weremillion, partially offset by proceeds from rental tool recovery sales of $4.0$7.1 million.
Net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 was $5.3$8.0 million, resulting from net debt increases of $6.0$8.7 million,million offset by purchases of treasury stock of $0.7 million.
Net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2025 was $1.4$2.4 million, resulting from net debt increases of $1.4$3.1 million offset by purchases of treasury stock of $0.6 million.
The Interimcondensed Financialconsolidated Statementsfinancial statements included in this Report have been prepared in accordance with U.S. GAAP. The preparation of these Interimcondensed Financialconsolidated Statementsfinancial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions that affect the reported amounts and related disclosures for the periods presented. Our estimates are based on our historical experience and other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly. Additionally, changes in assumptions, estimates or assessments due to unforeseen events or other causes could have a material impact on our financial position or results of operations.
For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to our critical accounting policies and estimates since the 2025 Form 10-K.
DTI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 4 filings (1 insider, 4 trade dates, 8,332 shares, about $23.0K; 4 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -8,332 (purchases minus sales); net value about -$23.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-14 | Domino Michael Wayne Jr. |
Open-market sale |
2,083 | $2.50 | $5.2K |
| 2026-06-15 | Domino Michael Wayne Jr. |
Open-market sale |
2,083 | $2.56 | $5.3K |
| 2026-05-15 | Domino Michael Wayne Jr. |
Open-market sale |
2,083 | $3.07 | $6.4K |
| 2026-05-13 | Furst Jack D |
Option exercise | 28,626 | — | — |
| 2026-05-13 | Neuman Eric C |
Option exercise | 28,626 | — | — |
| 2026-05-13 | Crofford Curt L. |
Option exercise | 28,626 | — | — |
| 2026-04-15 | Domino Michael Wayne Jr. |
Open-market sale |
2,083 | $2.89 | $6.0K |
| 2026-02-28 | Prejean Robert Wayne |
Shares withheld for tax | 18,543 | — | — |
| 2026-02-28 | Domino Michael Wayne Jr. |
Shares withheld for tax | 7,495 | — | — |
| 2026-02-28 | Johnson David Richard |
Shares withheld for tax | 9,181 | — | — |
| 2026-02-28 | Pope Trent |
Shares withheld for tax | 4,448 | — | — |
| 2026-02-28 | Rodriguez Aldo |
Shares withheld for tax | 7,561 | — | — |
Well-known investors holding DTI (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 180,212 | $347.8K | 0.0% | Reduced 44% |
| Renaissance Technologies | 2026-06-30 | 133,200 | $257.1K | 0.0% | Added 48% |
| Millennium Management (Israel Englander) | 2026-06-30 | 50,131 | $217.1K | — | Sold out |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 75,862 | $146.4K | 0.0% | Reduced 38% |
| Two Sigma Investments | 2026-06-30 | 49,038 | $94.6K | 0.0% | New position |