Drilling Tools International Corp 2025年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period endedSeptember 30,2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ____ to ____Commission File Number:001-41103 DRILLING TOOLS INTERNATIONALCORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware87-2488708(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)10370 Richmond Ave.#1000Houston,Texas77042(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (832)742-8500 Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchange on which registeredCommon stock, par value $0.0001 per shareDTIThe Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yes☐No☒ As of November 7, 2025, the registrant had35,198,778shares of common stock, $0.0001 par value per share, outstanding. Table of Contents PageCautionary Note Regarding Forward-Looking Statements1PART I.Financial Statements (Unaudited)Item 1.Condensed Consolidated Financial Statements (Unaudited)3Condensed Consolidated Balance Sheets3Condensed Consolidated Statements of Comprehensive Income (Loss)4Condensed Consolidated Statements of Changes in Shareholders' Equity5Condensed Consolidated Statements of Cash Flows7Notes to Condensed Consolidated Financial Statements (Unaudited)8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 3.Quantitative and Qualitative Disclosures About Market Risk41Item 4.Controls and Procedures42PART II.OTHER INFORMATIONItem 1.Legal Proceedings42Item 1A.Risk Factors42Item 2.Unregistered Sales of Equity Securities and Use of Proceeds43Item 3.Defaults Upon Senior Securities43Item 4.Mine Safety Disclosures43Item 5.Other Information43Item 6.Exhibits43Signatures45 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Report on Form 10-Q (this “Report”) may constitute "forward-looking statements" for purposes of thefederal securities laws. These forward-looking statements include, but are not limited to, statements regarding our and ourmanagement team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that referto projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, areforward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,”“might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identifyforward-looking statements, but the absence of these words does not mean that a statement is not forward‑looking. Forward-looking statements in this Report may include, for example, statements about: •the demand for our products and services, which is influenced by the general level activity in the oil and gas industry;•our ability to retain our customers, particularly those that contribute to a large portion of our revenue;•our ability to employ and retain a sufficient number of skilled and quali