Item 7.01. Regulation FD Disclosure.
On October 8, 2026, Drilling Tools International Corporation, a Delaware corporation (the “Company” or “DTI”), and Casing Technologies Group Limited, a private limited company incorporated in Scotland and a wholly owned subsidiary of the Company (the “Buyer”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Saltire Energy Limited, a private limited company incorporated in Scotland (“Saltire”), Foxley Energy Limited, a private limited company incorporated in Scotland (“Foxley” and, together with Saltire, the “Group”), the sellers named therein (the “Sellers”) and Jack William Loggie, as Seller Representative, pursuant to which, among other things, the Buyer has agreed to acquire all of the issued share capital of the Group (the “Transaction”).
On October 8, 2026, the Company hosted a conference call to discuss its entry into the Purchase Agreement and the Transaction. A transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
No Offer or Solicitation
This communication relates to the proposed Transaction between DTI and the Group. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Additional Information About the Transaction
In connection with the Transaction, DTI intends to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement of DTI and a prospectus of DTI (the “proxy statement/prospectus”). The issuance of shares of DTI common stock in the Transaction will be submitted to DTI’s stockholders for their consideration. DTI may also file other documents with the SEC regarding the Transaction. The definitive proxy statement/prospectus will be sent to the stockholders of DTI. This document is not a substitute for the registration statement and proxy statement/prospectus that will be filed with the SEC or any other documents that DTI may file with the SEC or send to its stockholders in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF DTI ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DTI, THE GROUP, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by DTI through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by DTI will be made available free of charge on DTI’s investor relations website at https://investors.drillingtools.com, or by directing a request to Investor Relations, Drilling Tools International Corporation, 10370 Richmond Avenue, Suite 1000, Houston, Texas 77042, Tel. No. (832) 742-8500.
Participants in the Solicitation Regarding the Transaction
DTI, Saltire, Foxley and their respective directors and executive officers may be deemed participants in the solicitation of proxies from DTI’s stockholders in connection with the Transaction. Information regarding DTI’s directors and executive officers is set forth in DTI’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026, and DTI’s definitive proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on March 13, 2026. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of DTI’s stockholders in connection with the Transaction, including their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. You may obtain free copies of these documents as described above.
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