Filed Pursuant to Rule 424(b)(3)
Registration No. 333-279319

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Superior Drilling Products, Inc.:

The board of directors of Drilling Tools International Corporation (“DTI”) and the board of directors of, and special committee of the board of directors of, Superior Drilling Products, Inc. (“SDPI”) have approved an Agreement and Plan of Merger (as the same may be amended or supplemented from time to time, the “Merger Agreement”) by which (a) DTI Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of DTI (“Merger Sub I”) will merge with and into SDPI (the “First Merger”), with SDPI surviving as a wholly owned subsidiary of DTI, and (b) upon the effective time of the First Merger (the “First Effective Time”), SDPI, as the surviving corporation of the First Merger, will merge with and into DTI Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of DTI (“Merger Sub II”) (the “Second Merger” and together with the First Merger, the “Merger”), with Merger Sub II surviving as a wholly owned subsidiary of DTI, all as described in greater detail in the accompanying proxy statement/prospectus.

Subject to the terms and conditions set forth in the Merger Agreement, at the First Effective Time:

The vote of the SDPI Stockholders is very important. SDPI cannot complete the transaction unless, among other things, the holders of SDPI Common Stock vote to approve and adopt the Merger Agreement and the other proposals included in the accompanying proxy statement/prospectus. SDPI will hold a special meeting of stockholders (the “SDPI Special Meeting”) on July 29, 2024 to vote on proposals related to the Merger. The close of business on June 24, 2024 has been fixed as the record date for the determination of SDPI Stockholders who are entitled to notice of, and to vote at, the SDPI Special Meeting or any adjournments or postponements of the SDPI Special Meeting. Only holders of SDPI Common Stock of record at the close of business on June 24, 2024 are entitled to notice of, and to vote at, the SDPI Special Meeting or any adjournments or postponements of the SDPI Special Meeting.

SDPI directs the attention of its stockholders to the proxy statement/prospectus accompanying this joint letter for a more complete statement regarding the matters proposed to be voted upon at the SDPI Special Meeting. SDPI encourages its stockholders to read the entire proxy statement/prospectus carefully, including the Merger Agreement, which is attached as Annex A to the proxy statement/prospectus, and the section entitled “Risk Factors” beginning on page 63.

No DTI stockholder approval is required for the Merger, the Merger Agreement or the other transactions contemplated thereby, including the issuance of DTI Common Stock as consideration in the Merger. As a result, DTI has not solicited and will not be soliciting votes of its stockholders for the approval of the issuance of DTI Common Stock as consideration in the Merger and the Merger Agreement and the other transactions contemplated thereby and does not intend to call a meeting of stockholders for purposes of voting on the adoption of the issuance of DTI Common Stock as consideration in the Merger and the Merger Agreement and the other transactions contemplated thereby.

THE VOTE OF THE SDPI STOCKHOLDERS IS VERY IMPORTANT. WHETHER OR NOT THE SDPI STOCKHOLDERS PLAN TO ATTEND THE SDPI SPECIAL MEETING, THEY SHOULD VOTE AS SOON AS POSSIBLE BY MAIL, BY TELEPHONE OR THROUGH THE INTERNET. INSTRUCTIONS ON THESE DIFFERENT WAYS TO VOTE ARE FOUND ON THE ENCLOSED PROXY CARD. SDPI STOCKHOLDERS MAY REVOKE THEIR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE SDPI SPECIAL MEETING BY FOLLOWING THE PROCEDURES SET FORTH IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. REMEMBER SDPI STOCKHOLDERS, YOUR VOTE IS IMPORTANT, SO PLEASE VOTE PROMPTLY!

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger described in the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying document is dated July 2, 2024 and is first being mailed to the SDPI Stockholders on or about July 2, 2024.

Vernal, Utah

July 2, 2024

SUPERIOR DRILLING PRODUCTS, INC

1583 South 1700 East

Vernal, Utah 84078

NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Superior Drilling Products, Inc.:

You are cordially invited to attend the virtual special meeting (as the same may be adjourned or postponed, the “SDPI Special Meeting”) of common stockholders of Superior Drilling Products, Inc. (“SDPI”) which will be held exclusively via a live audio webcast on July 29, 2024 at 9:00 a.m., Mountain Time for the following purposes:

The SDPI Special Meeting will be held via a live audio webcast in a virtual meeting format. In order to attend the virtual meeting, you must register at http://www.viewproxy.com/SDPI/2024SM by 11:59 PM Eastern Time on July 28, 2024. On the day of the Special Meeting, if you have properly registered, you may enter the Special Meeting by clicking the link provided and using the password you received via email in your registration confirmations. Holders of SDPI common stock, par value $0.001 per share (the “SDPI Common Stock” and such holders, the “SDPI Stockholders”) will not be able to attend the SDPI Special Meeting in-person. The accompanying proxy statement/prospectus and proxy card includes instructions on how to access the virtual SDPI Special Meeting and how to participate and vote from home or any remote location with Internet connectivity. You or your proxy holder will be able to virtually attend and vote at the virtual SDPI Special Meeting.

Upon the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the Merger (as defined below), (a) Merger Sub I will merge with and into SDPI (the “First Merger”), with SDPI surviving as a wholly owned subsidiary of DTI, and (b) upon the effective time of the First Merger (the “First Effective Time”), SDPI, as the surviving corporation of the First Merger, will merge with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Merger”), with Merger Sub II surviving as a

wholly owned subsidiary of DTI. Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding SDPI Common Stock. In the absence of a quorum, approval of the SDPI Adjournment Proposal requires the affirmative vote of SDPI Common Stock representing a majority of the outstanding SDPI Common Stock entitled to vote and represented in person or by proxy at the SDPI Special Meeting. Approval of the Merger Compensation Proposal and the SDPI Adjournment Proposal requires the affirmative vote of holders of a majority of the outstanding SDPI Common Stock entitled to vote and represented in person or by proxy at the SDPI Special Meeting. Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the SDPI Special Meeting.

Concurrently with the execution and delivery of the Merger Agreement, DTI entered into a Voting and Support Agreement (the “Voting and Support Agreement”) with each of (a) G. Troy Meier, (b) Annette Meier (c) Meier Family Holding Company, LLC, and (d) Meier Management Company, LLC (the “Supporting Shareholders”), who in the aggregate beneficially own shares of SDPI Common Stock representing approximately 40% of the voting power of SDPI’s outstanding capital stock in the aggregate (the “Existing Shares”). Under the Voting and Support Agreement, the Supporting Shareholders agreed to, among other things, vote the Existing Shares and any voting securities of SDPI acquired by each Supporting Shareholder after the date of the Voting and Support Agreement and prior to the record date of for the SDPI Special Meeting owned beneficially or of record by each Supporting Shareholder (collectively, the “Voting Shares”) in favor of the approval of the Merger Agreement and the transactions contemplated thereby, subject to the limitations set forth in the Voting and Support Agreement.

The parties to the Merger Agreement cannot complete the Merger unless holders of a majority of the outstanding SDPI Common Stock approve the Merger Proposal. Accordingly, your vote is very important regardless of the number of shares of SDPI Common Stock you own.

The special committee (the “SDPI Special Committee”) of the board of directors of SDPI (the “SDPI Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of SDPI, including the SDPI Stockholders other than the Supporting Shareholders and their Affiliates (the “SDPI Unaffiliated Stockholders”), (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) recommended that the SDPI Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (iv) resolved and recommended that the SDPI Board resolve to (a) direct that the Merger Agreement be submitted to a vote of the SDPI Stockholders for approval and (b) recommend approval of the Merger Agreement by the SDPI Stockholders at the SDPI Special Meeting.

The SDPI Board (acting, in part, based upon the recommendation of the SDPI Special Committee) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of SDPI, including the SDPI Unaffiliated Stockholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) directed that the Merger Agreement be submitted to a vote of the SDPI Stockholders for approval and (iv) resolved to recommend approval of the Merger Agreement by the SDPI Stockholders at the SDPI Special Meeting. 

Each of the SDPI Special Committee and the SDPI Board unanimously recommends that the SDPI Stockholders vote “FOR” the Merger Proposal and “FOR” the Merger Compensation Proposal. The SDPI Board also recommends that the SDPI Stockholders vote “FOR” the SDPI Adjournment Proposal. For more information regarding the recommendations of the SDPI Special Committee and the SDPI Board, see “Special Factors—Reasons for the Merger; Recommendation of the SDPI Special Committee and the SDPI Board; Fairness.”

The SDPI Stockholders should be aware that certain of the directors, executive officers and other affiliates of SDPI, including the Supporting Shareholders, and certain members of the SDPI Special Committee may have interests in the Merger that are different from, or in addition to, the interests they may have as an SDPI Stockholder. See “Special Factors—Interests of SDPI Directors and Officers in the Merger.”

Only the SDPI Stockholders of record at the close of business on June 24, 2024 are entitled to notice of and to vote at the SDPI Special Meeting. References to the SDPI Special Meeting in this proxy statement/prospectus are to such virtual special meeting as the same may be adjourned or postponed from time to time.

TO PARTICIPATE IN THE VIRTUAL SPECIAL MEETING, AN SDPI STOCKHOLDER OF RECORD WILL NEED TO FOLLOW THE INSTRUCTIONS ON SUCH HOLDER’S PROXY CARD. THE LIVE AUDIO WEBCAST OF THE SDPI SPECIAL MEETING WILL BEGIN PROMPTLY ON JULY 29, 2024 AT 9:00 A.M., MOUNTAIN TIME. THE SDPI STOCKHOLDERS ARE ENCOURAGED TO ACCESS THE SDPI SPECIAL MEETING PRIOR TO THE START TIME. ONLINE ACCESS AND CHECK-IN WILL BEGIN AT 8:30 A.M., MOUNTAIN TIME. TECHNICAL SUPPORT WILL BE AVAILABLE ON THE VIRTUAL MEETING PLATFORM BEGINNING AT 8:30 A.M., MOUNTAIN TIME ON JULY 29, 2024 THROUGH THE CONCLUSION OF THE SDPI SPECIAL MEETING. IF YOU ENCOUNTER ANY DIFFICULTIES ACCESSING THE VIRTUAL MEETING DURING THE CHECK-IN OR MEETING TIME, PLEASE DIAL THE TECHNICAL ASSISTANCE NUMBERS SHOWN ON THE VIRTUAL MEETING PLATFORM. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO VIRTUALLY ATTEND THE SDPI SPECIAL MEETING, PLEASE SUBMIT YOUR PROXY IN ONE OF THE FOLLOWING WAYS:

The enclosed proxy statement/prospectus provides a detailed description of the Merger and the Merger Agreement. You are urged to read this proxy statement/prospectus, including any documents incorporated by reference, and the Annexes carefully and in their entirety. This proxy statement/prospectus and the Notice of Virtual Special Meeting of Stockholders relating to the Merger will be available at http://www.viewproxy.com/SDPI/2024SM. If you have any questions concerning the Merger or this proxy statement/prospectus, would like additional copies or need help voting your SDPI Common Stock, please contact SDPI’s proxy solicitor:

Alliance Advisors

200 Broadacres Drive, 3^rd Floor

Bloomfield, NJ 07003

Toll Free: 877-587-1964

E-mail: SDPI@allianceadvisors.com

Sincerely,

Annette Meier

Secretary

IMPORTANT NOTE ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by DTI, constitutes a prospectus of DTI under Section 5 of the Securities Act with respect to the DTI Common Stock to be issued in connection with the Merger Agreement. This document also constitutes a proxy statement of SDPI under Section 14(a) of the Exchange Act and a notice of meeting with respect to the SDPI Special Meeting. This proxy statement/prospectus does not constitute an offer to exchange or sell, or a solicitation of offers to exchange or purchase or the solicitation of a proxy in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

As permitted under the rules of the SEC, this proxy statement/prospectus incorporates by reference important business and financial information about DTI and SDPI from other documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 243. You can obtain any of the documents incorporated by reference into this document from DTI or SDPI, as the case may be, or from the SEC’s website at http://www.sec.gov. This information is also available to you without charge upon your request in writing or by telephone from DTI or SDPI at the following addresses and telephone numbers:

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this proxy statement/prospectus.

You may obtain certain of these documents at DTI’s website at http://www.drillingtools.com and SDPI’s website at http://www.sdpi.com. Information contained on DTI’s and SDPI’s websites is expressly not incorporated by reference into this proxy statement/prospectus.

In order to receive timely delivery of requested documents in advance of the SDPI Special Meeting, your request should be received no later than five business days before the date of the SDPI Special Meeting, which means your request should be received no later than July 22, 2024. If you request any documents, DTI or SDPI, as applicable, will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

In “Questions and Answers” and in the “Summary Term Sheet” below, selected information from this proxy statement/prospectus is highlighted, but not all of the information that may be important to you is included. To better understand the Merger Agreement, the Merger and the DTI Common Stock, and for a more complete description of its legal terms, you should carefully read this entire proxy statement/prospectus, including the section entitled “Risk Factors” beginning on page 61 of this proxy statement/prospectus and the Merger Agreement, a copy of which is attached hereto as Annex A, as well as the documents that are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information.”

DTI and SDPI have not authorized anyone to give any information or make any representation about the Merger, DTI or SDPI that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated by reference into this proxy statement/prospectus. Therefore, if anyone distributes this type of information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies are unlawful, or you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus, or in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. All information in this document concerning DTI has been furnished by DTI. All information in this document concerning SDPI has been furnished by SDPI.

PROXY STATEMENT/PROSPECTUS

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QUESTIONS AND ANSWERS

The following are brief answers to some questions that you may have regarding the proposed Merger and the SDPI Special Meeting. You should read and consider carefully the remainder of this proxy statement/prospectus, including the Risk Factors beginning on page 61 and the attached Annexes, because the information in this section does not provide all of the information that might be important to you. Additional important information and descriptions of risk factors are also contained in the documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 243.

Q: Why am I receiving these materials?

A: This proxy statement/prospectus serves as a proxy statement for the SDPI Special Meeting.

You are receiving this proxy statement/prospectus because SDPI and DTI have entered into the Merger Agreement, pursuant to which, on the terms and subject to the fulfillment or, to the extent permissible under applicable law, waiver of the conditions included in the Merger Agreement, (a) Merger Sub I will merge with and into SDPI, with SDPI surviving as a wholly owned subsidiary of DTI, and (b) upon the effective time of the First Merger, SDPI, as the surviving corporation of the First Merger, will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of DTI. The Merger Agreement governs the terms of the Merger and is attached to this proxy statement/prospectus as Annex A.

In order to complete the Merger, among other things, the SDPI Stockholders must approve the Merger Agreement and the Merger in accordance with Utah law.

This proxy statement/prospectus serves as both the proxy statement through which SDPI will solicit proxies to obtain the necessary stockholder and stockholder approvals for the Merger and the prospectus forming part of the Registration Statement on Form S-4 by which DTI will issue shares of DTI Common Stock as consideration in the Merger.

This proxy statement/prospectus, which you should carefully read in its entirety, contains important information about the SDPI Special Meeting, the Merger and other matters.

Q: Why are DTI and SDPI proposing the Merger?

A: DTI and SDPI believe that the Merger will benefit both the DTI Stockholders and the SDPI Unaffiliated Stockholders. See “Special Factors—Recommendations of the DTI Board and their Reasons for the Merger” and “Special Factors—Reasons for the Merger; Recommendation of the SDPI Special Committee and the SDPI Board; Fairness.”

Q: What will happen to SDPI as a result of the Merger?

A: If the Merger is successfully completed, SDPI will be merged with and into Merger Sub II, with Merger Sub II surviving as an indirect wholly owned subsidiary of DTI. Upon completion of the Merger, SDPI Common Stock will cease to be listed on the NYSEA and will subsequently be deregistered under the Exchange Act.

The Merger Agreement is attached to this proxy statement/prospectus as Annex A. For a more complete discussion of the proposed Merger, its effects and the other Transactions, please see “The Merger Agreement.”

Q: What percentage of outstanding shares of DTI Common Stock will SDPI Stockholders own after the successful consummation of the Merger?

A: If the Merger is successfully completed, based on the number of shares of DTI Common Stock outstanding as of May 9, 2024, and assuming the maximum number of shares of DTI Common Stock are issued as a result of

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the Merger, the shares of DTI Common Stock that the SDPI Stockholders receive in the Merger will collectively represent approximately 14% of the outstanding shares of DTI Common Stock following completion of the Merger.

Q: What will SDPI Stockholders receive in the Merger?

A: If the Merger is completed, each eligible share of SDPI Common Stock outstanding at the Effective Time will automatically be converted into and will thereafter represent the right to receive either or both of Stock Election Consideration or Cash Election Consideration. For more on the two options of Merger Consideration, please see “The Merger Agreement.”

Depending on the elections by SDPI Stockholders, DTI will issue a minimum of 4,112,752 shares of DTI Common Stock (the “Minimum Share Amount”) or a maximum of 4,845,240 shares of DTI Common Stock (the “Maximum Share Amount”). For example, if you elect to receive solely the Stock Election Consideration or the Cash Election Consideration, and all other SDPI Stockholders make the same election, the consideration you receive will vary to the maximum extent possible under the terms of the Merger Agreement compared to your original election.

In such instance, and assuming 30,391,244 shares of SDPI Common Stock are outstanding, if all of SDPI Stockholders elected the Stock Election Consideration, you would receive the Stock Election Consideration in exchange for 51% of your shares of SDPI Common Stock and the Cash Election Consideration in exchange for 49% of your shares of SDPI Common Stock. If all of SDPI Stockholders elect the Cash Election Consideration, you would receive the Stock Election Consideration in exchange for 43% of your shares of SDPI Common Stock and the Cash Election Consideration in exchange for 57% of your shares of SDPI Common Stock.

The following examples illustrate the proration provisions of the Merger Agreement in the case of an oversubscription of either the Stock Election Consideration or the Cash Election Consideration (both if you elect solely the oversubscribed form of Merger Consideration and if you elect a combination of the Stock Election Consideration and the Cash Election Consideration). Note that for illustrative purposes, the following examples round shares to the nearest whole number.

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The value of the Stock Election Consideration that SDPI Stockholders will receive in the Merger will depend on the market price of shares of DTI Common Stock at the Effective Time. The market price of shares of DTI Common Stock that SDPI Stockholders receive at the Effective Time could be greater than, less than or the same as the market price of shares of DTI Common Stock on the date of this proxy statement/prospectus or at the time of the SDPI Special Meeting. Accordingly, you should obtain current market quotations for DTI Common Stock and SDPI Common Stock before deciding how to vote with respect to the Merger Proposal. DTI Common Stock is traded on the Nasdaq Capital Market under the trading symbol “DTI.” SDPI Common Stock is traded on the NYSEA under the trading symbol “SDPI.”

Q: What will holders of SDPI equity awards receive in the Merger?

A: Effective as of the First Effective Time, each Assumed Company Option shall cease to represent a right to acquire shares of SDPI Common Stock and shall be assumed by DTI and converted automatically into an option to purchase DTI Common Stock on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to such Assumed Company Option immediately prior to the First Effective Time, except that: (i) the number of shares of DTI Common Stock subject to each Assumed Company Option shall be determined by multiplying: (A) the number of shares of SDPI Common Stock subject to such Assumed Company Option immediately prior to the First Effective Time; by (B) the Option Exchange Ratio, and rounding such product down to the nearest whole share; (ii) the per share exercise price of each Assumed Company Option shall be determined by dividing: (A) the per share exercise price of the Assumed Company Option immediately prior to the First Effective Time; by (B) the Option Exchange Ratio, and rounding such quotient up to the nearest whole cent, and (iii) the Assumed Company Option shall become fully vested immediately upon the First Effective Time.

Prior to the First Effective Time, SDPI shall take all corporate action necessary to provide that each Company Option shall accelerate in full, and all shares Company Restricted Stock shall become fully vested and the restrictions with respect thereto shall lapse (to the extent not otherwise previously vested in accordance with their terms) as of immediately prior to the First Effective Time.

Effective as of the First Effective Time, each Company Option that is not an Assumed Company Option and that is outstanding and unexercised immediately prior to the First Effective Time, shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of shares of SDPI Common Stock subject to the Company Option, and (y) the excess, if any, of (i) the Cash Election Consideration, over (ii) the per share exercise price of such Company Option, less any applicable taxes and withholding; provided, however, that each such Company Option that is not an Assumed Company Option that has an exercise price per share that is greater than or equal to the Cash Election Consideration shall be cancelled at the First Effective Time for no consideration.

Q: How will existing DTI Stockholders be affected by the Merger?

A: Upon completion of the Merger, each DTI Stockholder will hold the same number of shares of DTI Common Stock that such stockholder held immediately prior to completion of the Merger. As a result of the Merger, DTI Stockholders will own shares in a larger company with higher earnings attributable to DTI Stockholders.

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However, because DTI will, if the Stock Election Consideration is chosen, be issuing additional shares of DTI Common Stock to SDPI Stockholders in exchange for their SDPI Common Stock in connection with the Merger, each outstanding share of DTI Common Stock issued and outstanding immediately prior to the Merger will represent a smaller percentage of the aggregate number of shares of DTI Common Stock issued and outstanding after the Merger.

Q: Should SDPI Stockholders deliver their shares of SDPI Common Stock now?

A: No. After the Merger is completed, any shares of SDPI Common Stock you hold as of the Effective Time in book entry form will be converted into the right to receive the form of Merger Consideration which you elect, subject to the proration provisions of the Merger Agreement. If you hold your SDPI Common Stock in book entry form, you will not be required to deliver certificates to receive the Merger Consideration. If you instead hold your SDPI Common Stock in certificated form, then, after receiving the proper documentation from you following the Effective Time, and to the extent of your Stock Election Consideration, subject to the proration provisions of the Merger Agreement, the Exchange Agent will deliver to you the shares of DTI Common Stock in book entry form. If you own SDPI Common Stock in street name, the shares of DTI Common Stock you will receive in connection with the Merger should be credited to your account in accordance with the policies and procedures of your bank, broker, or other nominee within a few days following the closing date of the Merger.

Q: Where will my shares trade after the Merger?

A: DTI Common Stock will continue to trade on the Nasdaq Capital Market under the trading symbol “DTI.” SDPI Common Stock will no longer be publicly traded after the completion of the Merger and will be deregistered under the Exchange Act.

Q: Will the shares of DTI Common Stock acquired in the Merger be entitled to receive dividends?

A: After the closing of the Merger, all shares of DTI Common Stock issued in exchange for SDPI Common Stock will entitle the holder to the same dividends (if any) that all other holders of DTI Common Stock will receive with respect to any dividend record date that occurs after the Effective Time. See “Comparison of the Rights of the DTI Stockholders and the SDPI Stockholders.”

Q: When and where will the SDPI Special Meeting be held?

A: The SDPI Special Meeting will be held virtually on July 29, 2024, at 9:00 a.m., Mountain Time, via live audio webcast, or other such date, time and place to which such meeting may be adjourned or postponed from time to time, to consider and vote upon the Merger Proposal, the Merger Compensation Proposal and the SDPI Adjournment Proposal. In order to attend the virtual meeting, you must register at http://www.viewproxy.com/SDPI/2024SM by 11:59 p.m. Eastern Time on July 28, 2024. On the day of the SDPI Special Meeting, if you have properly registered, you may enter the SDPI Special Meeting by clicking on the link provided and using the password you received via email in your registration confirmations.

Q: Why did SDPI choose to hold a virtual special meeting?

A: The SDPI Board decided to hold the SDPI Special Meeting completely virtually and conducted via live audio webcast to enable SDPI Stockholders to participate from any location around the world that is convenient to them. The SDPI Board and SDPI management have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, SDPI Stockholders will bear any costs associated with their Internet access, such as usage charges from Internet access providers and telephone companies. A virtual special meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving SDPI and the SDPI Stockholders time and money, especially as

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physical attendance at meetings has dwindled. SDPI also believes that the online tools SDPI has selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with SDPI in advance of, and during, the SDPI Special Meeting so they can ask questions of the SDPI Board or SDPI management

Q: Who is entitled to vote at the SDPI Special Meeting?

A: The record date for the SDPI Special Meeting is June 24, 2024 (the “SDPI record date”). Only the SDPI Stockholders of record as of the close of business on the SDPI record date are entitled to notice of, and to vote at, the SDPI Special Meeting.

Q: What if I sell my SDPI Common Stock after the SDPI record date but before the SDPI Special Meeting?

A: The SDPI record date for the SDPI Special Meeting is earlier than the date of the SDPI Special Meeting and earlier than the date that the Merger is expected to be completed. If you sell or otherwise transfer your SDPI Common Stock after the SDPI record date but before the date of the SDPI Special Meeting, you will retain your right to vote at the SDPI Special Meeting. However, you will not have the right to receive the Merger Consideration to be received by the SDPI Stockholders in the Merger. In order to receive the Merger Consideration, you must hold your SDPI Common Stock as of the Effective Time.

Q: What constitutes a quorum at the Special Meetings?

A: The holders of a majority of the outstanding SDPI Common Stock entitled to vote at the SDPI Special Meeting represented in person or by proxy at the SDPI Special Meeting will constitute a quorum and will permit SDPI to conduct the proposed business at the SDPI Special Meeting. Virtual attendance at the SDPI Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum. Proxies received but marked as abstentions will be counted as shares of SDPI Common Stock that are present and entitled to vote for purposes of determining the presence of a quorum. Broker non-votes (if any) will not be considered present or represented at the SDPI Special Meeting for purposes of determining the presence of a quorum.

Q: What is the vote required to approve each proposal at the SDPI Special Meeting?

A: Approval of the Merger Proposal requires the affirmative vote of the SDPI Stockholders representing at least a majority of the outstanding SDPI Common Stock. In the absence of a quorum, approval of the SDPI Adjournment Proposal requires the affirmative vote of the SDPI Stockholders representing a majority of the outstanding SDPI Common Stock entitled to vote and represented in person or by proxy at the SDPI Special Meeting. Approval of the Merger Compensation Proposal and the SDPI Adjournment Proposal requires the affirmative vote of holders of a majority of the outstanding SDPI Common Stock entitled to vote and represented in person or by proxy at the SDPI Special Meeting. An abstention or a failure to vote will have no effect on the vote for the Merger Compensation Proposal and the SDPI Adjournment Proposal.

The Supporting Shareholders beneficially owned, in the aggregate, approximately 40% of the outstanding SDPI Common Stock as the SDPI record date. Pursuant to the terms of the Voting and Support Agreement, the Supporting Shareholders have agreed to vote their shares in favor of the Merger Proposal, and the SDPI Adjournment Proposal.

All of the directors and executive officers of SDPI, other than the Supporting Shareholders beneficially owned, in the aggregate, approximately 8.2% of the outstanding SDPI Common Stock as of the SDPI record date.

Approval of the Merger Proposal is a condition to the obligations of DTI and SDPI to complete the Merger. The approval of the Merger Compensation Proposal and the SDPI Adjournment Proposal is not a condition to the obligations of DTI or SDPI to complete the Merger.

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Q: How do I vote my SDPI Common Stock if I hold them in my own name?

A: After you have read this proxy statement/prospectus carefully, you may cause your SDPI Common Stock to be voted in one of the following ways:

The deadline for submitting your proxy by mail, telephone or electronically through the Internet website listed on your proxy card is 10:59 p.m., Mountain Time, on the date prior to the SDPI Special Meeting.

If you virtually attend the SDPI Special Meeting and want to vote during the virtual meeting, you will be able to do so using the instructions that accompanied your proxy materials.

Q: May I attend the SDPI Special Meeting and vote at the SDPI Special Meeting?

A: If you are a SDPI Stockholder of record as of the close of business on the SDPI record date, an authorized representative of such holder or an invited guest of SDPI, you may virtually attend the SDPI Special Meeting via a live audio webcast. In order to attend the virtual meeting, you must register at http://www.viewproxy.com/SDPI/2024SM by 11:59 p.m. Eastern Time on July 28, 2024. On the day of the Special Meeting, if you have properly registered, you may enter the Special Meeting by clicking on the link provided and using the password you received via email in your registration confirmations. You will be able to participate in the SDPI Special Meeting live and vote online. The SDPI Special Meeting will begin at 9:00 a.m., Mountain Time. Online access and check-in will begin at 8:30 a.m., Mountain Time. Technical support will be available on the virtual meeting platform beginning at 8:30 a.m., Mountain Time on July 29, 2024 through the conclusion of the SDPI Special Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please dial the technical assistance numbers shown on the virtual meeting platform.

As the SDPI Special Meeting is virtual, there will be no physical meeting location and SDPI Stockholders will not be able to attend the SDPI Special Meeting in-person.

Even if you plan to virtually attend the SDPI Special Meeting, to ensure that your SDPI Common Stock will be represented at the SDPI Special Meeting, you are encouraged to promptly sign, date and return the enclosed proxy card (a proxy card and a postage-paid envelope are enclosed for your convenience) or grant your proxy electronically over the Internet or by telephone (using the instructions found on the proxy card). If you virtually attend the SDPI Special Meeting and vote at the SDPI Special Meeting, your vote will revoke any proxy previously submitted.

If your SDPI Common Stock is held in “street name,” see the answer below for pertinent information regarding how to ensure your SDPI Common Stock is voted.

Q: If my shares of SDPI Common Stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee vote them for me?

A: Under the rules of the NYSE, your bank, broker or other nominee will only be permitted to vote your shares of SDPI Common Stock on “non-routine” matters if you instruct your bank, broker or other nominee how to

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vote. All of the proposals scheduled for consideration at the SDPI Special Meeting are “non-routine” matters. As a result, if you fail to provide voting instructions to your broker, bank or other nominee, your shares will not be counted as present or represented at the SDPI Special Meeting for purposes of determining a quorum and will not be voted on any of the proposals. To make sure that your shares are voted on each of the proposals, you should instruct your bank, broker or other nominee how you wish to vote your shares in accordance with the procedures provided by your bank, broker or other nominee regarding the voting of your shares.

Failure of a SDPI Stockholder to instruct its, his or her bank, broker or other nominee how such stockholder wishes to vote its, his or her stock will be the same as a vote “AGAINST” the Merger Proposal. Failure of a SDPI Stockholder to instruct its, his or her bank, broker or other nominee how such stockholder wishes to vote its, his or her stock will have no effect on the outcome of the Merger Compensation Proposal and the SDPI Adjournment Proposal.

You may also vote at the SDPI Special Meeting if you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your SDPI Common Stock at the SDPI Special Meeting. On the day of the SDPI Special Meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting.

Q: When do you expect the Merger to be completed?

A: We currently expect the Merger to close in the third quarter of 2024. A number of conditions must be satisfied before DTI and SDPI can complete the Merger, including, among others, SDPI Stockholder Approval of the Merger Agreement. Although DTI and SDPI cannot be sure when all of the conditions to the Merger will be satisfied, DTI and SDPI expect to complete the Merger as soon as practicable following the SDPI Special Meeting (assuming the Merger Proposal is approved by the SDPI Stockholders), subject to, among other things, the registration statement of which this proxy statement/prospectus forms a part having become effective under the Securities Act. See “The Merger Agreement—Conditions to the Merger.” The Merger is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the Merger, or significant delays in completing the Merger, could negatively affect DTI’s and SDPI’s future business and financial results and the trading prices of the DTI Common Stock and SDPI Common Stock. See “Risk Factors—Risks Related to the Merger.”

Q: What happens if the Merger is not consummated?

A: If the Merger is not completed for any reason, the SDPI Stockholders will not receive the Merger Consideration for any SDPI Common Stock that they hold. In such case, the SDPI Common Stock will remain outstanding, the SDPI Common Stock will continue to be listed and traded on the NYSEA, and SDPI will remain a publicly traded corporation.

Q: How does the SDPI Board recommend that the SDPI Stockholders vote?

A: On March 6, 2024, the SDPI Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of SDPI, including the SDPI Unaffiliated Stockholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger on the terms and subject to the conditions set forth in the Merger Agreement, (iii) recommended that the SDPI Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (iv) resolved and recommended that the SDPI Board resolve to (a) direct that the Merger Agreement be submitted to a vote of the SDPI Stockholders for approval and (b) recommend approval of the Merger Agreement by the SDPI Stockholders at the SDPI Special Meeting.

Following the SDPI Special Committee meeting, the SDPI Board held a special meeting and, acting upon the recommendation of the SDPI Special Committee, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of SDPI, including the SDPI Unaffiliated

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Stockholders, (ii) approved the Merger Agreement and the transactions contemplated thereby on the terms and subject to the conditions set forth in the Merger Agreement, and (iii) resolved to (a) direct that the Merger Agreement be submitted to a vote of the SDPI Stockholders for approval and (b) recommend the approval of the Merger Agreement by the SDPI Stockholders at the SDPI Special Meeting.

The SDPI Special Committee and the SDPI Board recommend that the SDPI Stockholders vote “FOR” the Merger Proposal and the Merger Compensation Proposal. The SDPI Board recommends that the SDPI Stockholders vote “FOR” the SDPI Adjournment Proposal.

For more information regarding the approval of the SDPI Special Committee and the SDPI Board, see “Special Factors—Reasons for the Merger; Recommendation of the SDPI Special Committee and the SDPI Board; Fairness.”

The SDPI Stockholders should be aware that certain of the directors, executive officers and other affiliates of SDPI, including the Supporting Shareholders, and certain members of the SDPI Special Committee may have interests in the Merger that are different from, or in addition to, the interests they may have as a SDPI Stockholder. See “Special Factors—Interests of SDPI Directors and Officers in the Merger.”

Q: What are the expected U.S. federal income tax consequences to an SDPI Stockholder as a result of the Merger?

A: The First Merger and Second Merger, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the tax consequences of the Merger to U.S. holders of SDPI Common Stock, as applicable, are as follows:

Q: What are the expected U.S. federal income tax consequences for an SDPI Stockholder of the ownership of DTI Common Stock after the Merger is completed?

A: For a U.S. holder who receives shares of DTI Common Stock and cash, the aggregate tax basis in the shares of DTI Common Stock that such U.S. holder receives pursuant to the Merger, including any fractional share interests deemed received and redeemed as described below, will equal the U.S. holder’s aggregate adjusted tax basis in the SDPI Common Stock surrendered, reduced by the amount of cash received (excluding any cash received in lieu of a fractional share) and increased by the amount of gain, if any, recognized by the U.S. holder (excluding any gain recognized with respect to cash received in lieu of a fractional share) on the exchange.

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For a U.S. holder who receives solely new shares of DTI Common Stock in exchange for shares of SDPI Common Stock, the aggregate tax basis of the new DTI Common Stock received pursuant to the Merger will be equal to the U.S. holder’s aggregate tax basis in the SDPI Common Stock for which it is exchanged. The holding period of DTI Common Stock received pursuant to the Merger (including any fractional shares deemed received and redeemed as described below) will include the U.S. holder’s holding period of SDPI Common Stock for which it is exchanged.

Q: Are the SDPI Stockholders entitled to appraisal or dissenters’ rights?

A: Yes, under Utah law holders of SDPI Common Stock may dissent from the First Merger and have the fair value of their shares paid to them in cash. For more information regarding dissenters’ rights, see the section entitled “Dissenters’ Rights” on page 235. A copy of Part 13 of the UBCA is attached as Annex C to this proxy statement/prospectus.

Q: What if I do not indicate how to vote on my proxy or voting instruction card?

A: If you are an SDPI Stockholder and sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the SDPI Common Stock represented by your proxy will be voted as recommended by the SDPI Board with respect to that proposal. This means they will be voted: (1) “FOR” the Merger Proposal, (2) “FOR” the Merger Compensation Proposal, and (3) “FOR” the SDPI Adjournment Proposal.

An abstention occurs when an SDPI Stockholder returns a proxy with an “abstain” instruction.

Q: Can I change my voting instructions of SDPI Common Stock after I have submitted my proxy?

A: Yes. If you own your SDPI Common Stock in your own name, you may revoke your proxy at any time before it is voted at the SDPI Special Meeting by:

Superior Drilling Products, Inc.

1583 S 1700 E

Attention: Secretary

Vernal, UT 84078

Telephone: (214) 871-3555

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Your presence without voting at the SDPI Special Meeting will not automatically revoke your proxy, and any revocation of a proxy will not in any way affect your right to attend the SDPI Special Meeting. If you hold your SDPI Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the SDPI Special Meeting if you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your SDPI Common Stock at the SDPI Special Meeting. However, on the day of the SDPI Special Meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting.

Q: Where can I find the voting results of the SDPI Special Meeting?

A: If available, SDPI may announce preliminary voting results at the conclusion of the SDPI Special Meeting. SDPI will publish final voting results of the SDPI Special Meeting in a Current Report on Form 8- K and an amendment to the Information Statement on Schedule 13e-3 to be filed with the SEC following the SDPI Special Meeting. All reports that SDPI file with the SEC are publicly available when filed. Please see the section titled “Where You Can Find More Information.”

Q: What should I do if I receive more than one set of voting materials for the SDPI Special Meeting?

A: You may receive more than one set of voting materials for the SDPI Special Meeting and the materials may include multiple proxy cards or voting instruction cards. For example, you will receive a separate voting instruction card for each brokerage account in which you hold SDPI Common Stock. Additionally, if you are a holder of record registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive according to the instructions on it.

Q: Whom do I call if I have further questions about voting, the SDPI Special Meeting or the Merger?

A: If you are an SDPI Stockholder and have questions about the SDPI Special Meeting or the Merger, or desire additional copies of this proxy statement/prospectus or additional proxy cards, you may contact:

Alliance Advisors

200 Broadacres Drive, 3^rd Floor

Bloomfield, NJ 07003

Toll Free: 877-587-1964

E-mail: SDPI@allianceadvisors.com

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SPECIAL FACTORS

General

The proposed Merger is a “going-private” transaction under SEC rules and the Exchange Act. Accordingly, Rule 13e-3 and related rules under the Exchange Act require that DTI and SDPI make certain disclosures regarding the Merger. This “Special Factors” section contains various information that you should read carefully. For example, the section entitled “ —Effects of the Merger” explains the material steps for completing the Merger and results of the Merger, including Merger Sub II as the surviving entity (the “Surviving Entity”). The section entitled “ —Background of the Merger” explains, among other things, DTI’s purposes for the Merger and the general negotiation of the Merger Agreement. The sections entitled “ —Position of DTI, Merger Sub I and Merger Sub II as to the Fairness of the Merger,” “ —Recommendations of the DTI Board and the Reasons for the Merger” and “ —Reasons for the Merger; Recommendation of the SDPI Special Committee and the SDPI Board; Fairness,” respectively, explain why the SDPI Special Committee and the SDPI Board, and each of SDPI, on the one hand, and DTI, Merger Sub I and Merger Sub II, on the other hand, believe the Merger is in the best interests of the SDPI Unaffiliated Stockholders. The section entitled “ —Financial Advisor Discussion Materials Provided to DTI” summarizes the process and methodologies followed by Energy Capital Solutions, LLC in acting as DTI’s financial advisor in connection with evaluating the Merger. The section entitled “Opinion of Piper Sandler” summarizes the process and methodologies followed by Piper Sandler & Co. (“Piper Sandler”) in rendering its opinion to the SDPI Special Committee. You are encouraged to carefully read this “Special Factors” section and this entire proxy statement/prospectus, along with the documents incorporated herein by reference.

Background of the Merger

The SDPI Board frequently reviews, with management, SDPI’s business strategies, opportunities, performance and challenges as part of its consideration and evaluation of SDPI’s long-term prospects with the goal of enhancing value for SDPI Stockholders, and in light of developments in SDPI’s business, the industries in which it operates, the regulatory environment and the economy and financial markets generally. This review has included consideration of potential strategic alternatives, including potential strategic business combinations, other strategic partnerships and transactions, or remaining an independent company.

DTI has been a customer of SDPI since May 2016. Pursuant to this business relationship, DTI was and remains the largest individual customer of SDPI. As a result of these commercial relationships, members of SDPI’s management team have had regular contact with members of DTI’s management team.

On March 7 2023, the SDPI Board, with the assistance of management, reviewed the status and performance of SDPI’s strategic growth plan and, as part of such review, considered the possibility of potential strategic and financial alternatives that might be available to SDPI, including the exploration of a possible sale of SDPI. Following such review, the SDPI Board authorized management to commence a process to consider and evaluate strategic alternatives available to SDPI, including by potentially soliciting interest from third parties regarding a sale transaction. The SDPI Board also determined to engage a financial advisor to assist the SDPI Board in conducting such a strategic alternatives review for SDPI.

In March and April 2023, the SDPI Board and SDPI management interviewed and heard presentations from certain nationally-recognized investment banks regarding a potential strategic review process. On April 25, 2023, the SDPI Board determined to engage Piper Sandler as the financial advisor of the SDPI Board given its expertise with micro-cap companies, its expertise and contacts in the oilfield services industry, and its expertise in advising companies in connection with strategic alternative reviews and mergers and acquisitions transactions.

On May 9, 2023, the SDPI Board held a meeting at which members of SDPI management and representatives of Ewing & Jones, PLLC, SDPI’s outside counsel (“Ewing & Jones”), were present. During the meeting, the SDPI Board discussed the relative benefits of different alternatives and concluded that it would be in the best interests of the SDPI Stockholders to consider and evaluate strategic alternatives focused on maximizing stockholder value. The SDPI Board authorized management, with the assistance of SDPI’s financial and legal

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advisors, to commence a process to consider and evaluate all strategic alternatives that might be available to SDPI, and to potentially solicit interest from third parties regarding a sale transaction. The SDPI Board also concluded that it would be optimal to publicly disclose this decision so as to permit SDPI to conduct a full survey of the market.

On May 19, 2023, SDPI executed an engagement letter with Piper Sandler and retained Piper Sandler in connection with SDPI’s strategic alternatives review.

On May 22, 2023, SDPI announced that it was evaluating strategic alternatives, and that SDPI had retained Piper Sandler as its financial advisor. Thereafter, on an unsolicited basis, several potentially interested parties notified Piper Sandler of their respective potential interest in a transaction with SDPI. At the direction of the SDPI Board, representatives of Piper Sandler then had preliminary communications with each of the potentially interested parties.

Between May 22, 2023 and August 17, 2023, representatives of Piper Sandler, on behalf of SDPI, engaged in preliminary communications with six parties potentially interested in an acquisition of SDPI, and one party that proposed a sale of its business to SDPI. In connection with these preliminary communications, Piper Sandler, at the direction of the SDPI Board, informed each such potentially interested party that SDPI intended to conduct a formal sale process and did not intend to enter into substantive discussions with any individual party prior to conducting such process. None of such potentially interested parties provided Piper Sandler or SDPI an actionable proposal for the SDPI Board to consider. During such period, Piper Sandler and SDPI management prepared materials and presentations in anticipation of the commencement of a formal process to solicit bidders for a possible sale of SDPI. For the reasons set forth later in this Background of the Merger section, neither the SDPI Board nor the SDPI Special Committee authorized Piper Sandler to commence a formal sale process.

On August 7, 2023, representatives of Energy Capital Solutions, LLC, financial advisor to DTI (“ECS”), contacted representatives of Piper Sandler to indicate that DTI was interested in exploring a possible acquisition of SDPI.

On August 14, 2023, SDPI filed its Quarterly Report on Form 10-Q for the period ending June 30, 2023, which included management of SDPI’s downward adjustment to SDPI’s projected revenue and EBITDA for the following 12-month period.

On October 2, 2023, representatives of ECS, on behalf of DTI, delivered to representatives of Piper Sandler an indication of interest reflecting a proposal for DTI to acquire SDPI. Such proposal contemplated a purchase price of $1.00 per share of SDPI Common Stock which the SDPI Stockholders could elect to receive in the form of $1.00 in cash or 0.243 shares of DTI Common Stock, which was based on the 20-day volume weighted average price of DTI Common Stock and SDPI Common Stock as of September 29, 2023, and reflected an aggregate transaction value of $30.4 million. In addition, such proposal contemplated that (a) each of Troy Meier, Chairman of the SDPI Board and Chief Executive Officer of SDPI, and Annette Meier, director of the SDPI Board and Chief Operating Officer of SDPI, would be employed by DTI following the closing of such proposed transaction on compensation substantially similar to their levels of compensation prior to the closing, and (b) a promissory note (the “Tronco Note”) issued by Tronco Energy Corporation, an entity affiliated with Troy G. Meier and Annette Meier (“Tronco”) held by SDPI would be novated from SDPI to DTI on substantially the same terms as those existing prior to the closing (the arrangements contemplated by the foregoing clauses (a) and (b), the “Affiliated Stockholder Arrangements”). At the close of market on October 2, 2023, the price per share of SDPI Common Stock was $0.81 and the price per share of DTI Common Stock was $3.91.

On October 12, 2023, the SDPI Board held a meeting at which representatives of Piper Sandler, Ewing & Jones, PLLC, SDPI’s outside counsel (“Ewing & Jones”) and Porter Hedges LLP, counsel to SDPI (“PH”), were present. During the meeting, representatives of Piper Sandler reviewed and discussed its preliminary financial analysis of SDPI and provided a summary of the financial terms of DTI’s proposal and a preliminary analysis of

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such proposal, including a preliminary comparable company analysis, a preliminary comparable transaction analysis and a preliminary combined company analysis. After consideration and deliberation, the SDPI Board determined that DTI’s proposal was sufficiently attractive to warrant further discussion with DTI and instructed Piper Sandler to engage with DTI’s advisors and instructed SDPI management and its legal and financial advisors to commence a due diligence review of DTI.

Also at the October 12, 2023 meeting, representatives of Piper Sandler reviewed the outreach received by Piper Sandler and SDPI following the May 22, 2023 announcement on SDPI’s strategic alternatives review and indicated that only six parties had made a preliminary outreach regarding a potential acquisition of SDPI and one party had indicated a desire to sell its business to SDPI. The representatives of Piper Sandler indicated that none of the parties that made any such outreach had advanced beyond preliminary discussions. After discussion and deliberation, the SDPI Board determined that no further engagement was warranted with any of the parties that had made such preliminary outreaches and that, while the SDPI Board would continue to explore a potential transaction with DTI, the SDPI Board would continue to explore the strategic alternatives available to SDPI, including initiating a formal sale process.

On October 16, 2023, representatives of PH had a call with Snell & Wilmer, SDPI’s local counsel in Utah, to discuss fiduciary duty and transaction process questions raised by the SDPI Board.

On October 17, 2023, Mr. Meier, on his own behalf and on behalf of his wife, Mrs. Meier, delivered a letter to Jim Lines, Michael Ronca and Robert Iversen, the independent directors of the SDPI Board, indicating that, following a review of SDPI’s prospects and in consideration of the resources required to conduct a formal sale process and their reluctance to potentially provide competitors of SDPI confidential information in connection with a sale process, Mr. and Mrs. Meier desired SDPI to devote all of SDPI’s resources towards pursuing a potential transaction with DTI.

Later on October 17, 2023, Messrs. Lines, Ronca and Iversen met with representatives of PH and reviewed with them the SDPI Board’s fiduciary duties under applicable law. In particular, Messrs. Lines, Ronca and Iversen and the representatives of PH reviewed whether and when it might be advisable for the SDPI Board to form a special committee of independent and disinterested directors in connection with its exploration of a possible transaction with DTI. The group recognized that it may be advisable for the SDPI Board to take such action and form a special committee soon in light of the letter delivered by Mr. Meier earlier that day, Mr. and Mrs. Meier’s beneficial ownership of approximately 38% of the SDPI Common Stock and the potential conflicts of interest that might arise in connection with pursuing a transaction with DTI, including the Affiliated Stockholder Arrangements (collectively, the “Potential Conflicts of Interest”). The representatives of PH reviewed with Messrs. Lines, Ronca, and Iversen that the purpose of the special committee would be to protect the interests of SDPI’s unaffiliated shareholders against any Potential Conflicts of Interest.

On October 18, 2023, the SDPI Board executed a unanimous written consent of the SDPI Board which authorized and created the SDPI Special Committee consisting of three members of the SDPI Board, Messrs. Lines, Ronca and Iversen, each of whom were determined by the SDPI Board to be independent and disinterested with respect to a potential transaction with DTI. The SDPI Special Committee was empowered with the full authority to review, consider, evaluate, negotiate, accept, reject and recommend any potential transaction with DTI and any alternative transaction or strategic alternative available to SDPI and to retain its own legal and financial advisors in connection with such process.

Later on October 18, 2023, the SDPI Special Committee held a meeting. After discussion and deliberation, the SDPI Special Committee determined to engage Piper Sandler as the exclusive financial advisor of the SDPI Special Committee, and not of SDPI or the SDPI Board, subject to Piper Sandler’s confirmation of the absence of any material relationships or potential conflicts of interest that would affect its advice to the SDPI Special Committee.

On October 20, 2023, DTI and SDPI entered into a mutual non-disclosure agreement with respect to a potential transaction between DTI and SDPI.

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Between October 29 and November 6, 2023, at the direction of the SDPI Special Committee, representatives of Piper Sandler engaged with representatives of ECS to perform financial due diligence on DTI and its business.

On November 7, 2023, the members of the SDPI Special Committee and SDPI’s management team, including Mr. and Mrs. Meiers, and representatives of Piper Sandler and Ewing & Jones held a meeting with DTI’s senior management team, Mr. Crofford, and representatives of ECS and HM Capital Partners, the financial sponsor that beneficially owns a majority of the DTI Common Stock. At such meeting, DTI’s management team and ECS provided the SDPI Special Committee a presentation on DTI’s business and financial forecasts, DTI’s views of the strategic rationale for and merits of the transaction, and DTI’s contemplated plans for integrating SDPI into DTI’s organizational structure and business strategy. In discussions with DTI’s management team, the members of the SDPI Special Committee and representatives of Piper Sandler stressed that DTI’s proposal did not deliver enough value to the SDPI Stockholders and that DTI would need to improve the commercial terms of its proposal before the SDPI Special Committee was prepared to approve a transaction with DTI. In the course of such discussions, the members of DTI’s senior management team orally confirmed that DTI was prepared to increase the exchange ratio in its proposal from 0.243 to 0.261 shares of DTI Common Stock per share of SDPI Common Stock, but the cash consideration would remain $1.00 per share. At the close of market on November 7, 2023, the price per share of SDPI Common Stock was $0.76 and the price per share of DTI Common Stock was $3.65.

On November 7, 2023, immediately following the meeting described above, representatives of Piper Sandler disclosed to management of SDPI that a separate Piper Sandler deal team represented a third party in a sale process in which DTI was, at the time, participating.

On November 9, 2023, SDPI filed a Current Report on Form 8-K announcing its financial results for the quarter ending September 30, 2023, and, during the earnings call on such date, management of SDPI reported that SDPI “had received and is actively evaluating unsolicited interest in the company from prospective strategic transaction counterparts.”

Between November 9 and November 17, 2023, each of ECS and Winston Strawn LLP, DTI’s counsel (“Winston”), sent due diligence requests to SDPI and Piper Sandler.

From November 15, 2023 until March 6, 2024, the SDPI Special Committee, representatives of Piper Sandler, and representatives of Ewing & Jones met on a bi-weekly basis to discuss transaction matters.

On December 6, 2023, the SDPI Special Committee held a meeting at which representatives of Piper Sandler and Ewing & Jones were present. The representatives of Piper Sandler provided an update on the status of preparation of a virtual data room containing information responsive to due diligence requests made by DTI’s representatives and indicated it would soon be made available to DTI and its representatives. The representatives of Piper Sandler also indicated that neither DTI nor ECS had yet delivered an updated and revised proposal. The SDPI Special Committee then discussed certain terms and arrangements it anticipated DTI would request, including employment agreements to retain the services of Mr. and Mrs. Meier following the closing of a potential transaction, and determined that the SDPI Special Committee would address those concerns at the appropriate time, but that it would make clear that the potential transaction would not be conditioned on the entry into or finalization of any employment agreements or other arrangements by DTI with Mr. and Mrs. Meier. Following such discussion, the SDPI Special Committee invited SDPI’s management team, including Mr. and Mrs. Meier, to review the financial materials to be disclosed to DTI in the data room and discuss the financial model and projections of SDPI.

On December 8, 2023, DTI and SDPI granted one another and their representatives access to their respective virtual data rooms, which contained due diligence information regarding each party and its business.

From December 13, 2023 until February 28, 2024, representatives of SDPI, DTI, Piper Sandler and ECS met on a weekly basis to discuss due diligence process matters.

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On January 3, 2024, the SDPI Special Committee held a meeting at which representatives of Piper Sandler were present. At the meeting, the members of the SDPI Special Committee and Piper Sandler discussed the terms of a potential counterproposal to DTI’s revised oral proposal of November 7, 2023. They also discussed DTI’s strategic growth initiatives and how they influenced valuation of the consideration payable in a transaction with DTI. After discussion and deliberation, the SDPI Special Committee determined to make a counterproposal of a price per share to be determined by the SDPI Special Committee. The SDPI Special Committee instructed Piper Sandler to communicate to ECS that the SDPI Special Committee remained interested in a transaction with DTI and that it would soon deliver a counterproposal to DTI’s revised oral proposal of November 7, 2023.

On January 9, 2024, representatives of Piper Sandler held a meeting with representatives of ECS and conveyed that the SDPI Special Committee remained interested in a transaction with DTI and that it would soon deliver a counterproposal to DTI’s revised oral proposal of November 7, 2023.

On January 11, 2024, the SDPI Special Committee held a meeting at which representatives of Piper Sandler and Ewing & Jones were present. The SDPI Special Committee discussed with the representatives of Piper Sandler the financial terms of a potential counteroffer to DTI. After discussion and deliberation, the SDPI Special Committee determined to propose that DTI acquire SDPI for a price per share equal to $1.00 in cash or 0.332 shares of DTI Common Stock, at the election of each SDPI Stockholder (the “SDPI Counterproposal”), and instructed Piper Sandler to convey the SDPI Counterproposal to DTI. At the close of market on January 11, 2024, the price per share of SDPI Common Stock was $0.81 and the price per share of DTI Common Stock was $3.01.

Later, on January 11, 2024, the members of the SDPI Special Committee and SDPI’s management team and representatives of Piper Sandler and Ewing & Jones held a meeting with DTI’s senior management team and representatives of ECS and HM Capital Partners. At such meeting, DTI’s management team and ECS provided the SDPI Special Committee a presentation on DTI’s business and financial forecasts and financial model.

On January 15, 2024, the SDPI Special Committee held a meeting at which representatives of Piper Sandler were present. The SDPI Special Committee, after discussion and deliberation, determined that the terms of the revised oral proposal did not deliver enough value to the SDPI Stockholders and instructed Piper Sandler to continue to engage with DTI and its representatives to explore a potential transaction, but convey to them that the SDPI Special Committee would not approve a transaction on the basis of the revised oral proposal and that DTI would need to improve the economic terms of its proposal and deliver more value to the SDPI Stockholders before the SDPI Special Committee would be prepared to recommend the approval of a transaction with DTI to the SDPI Board.

On January 15, 2024, at the request and on behalf of the SDPI Special Committee, representatives of Piper Sandler delivered a letter to DTI, reflecting the SDPI Counterproposal. At the close of market on January 12, 2024 (which was the last trading day prior to January 16, 2024), the price per share of SDPI Common Stock was $0.81 and the price per share of DTI Common Stock was $2.97.

On January 31, 2024, representatives of ECS delivered to Piper Sandler, on behalf of DTI, a written revised proposal reflecting a purchase price per share equal to $1.00 in cash or 0.313 shares of DTI Common Stock, at the election of each SDPI Stockholder and subject to proration such that no more than 50% of the transaction consideration was in the form of DTI Common Stock. DTI’s revised proposal also conditioned the transaction on the finalization and execution of the Affiliated Stockholder Arrangements. At the close of market on January 31, 2024, the price per share of SDPI Common Stock was $0.71 and the price per share of DTI Common Stock was $2.99.

Later on January 31, 2024, the members of the SDPI Special Committee convened a call to discuss the updated proposal received from DTI earlier that day. In the course of their discussion, the members of the SDPI Special Committee determined that the revised terms proposed by DTI were sufficiently attractive to warrant consideration with Piper Sandler and determined to convene a meeting as soon as Piper Sandler was able to

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provide its preliminary financial analysis on the revised proposal. The members of the SDPI Special Committee also believed that the SDPI Special Committee would require its own independent counsel to negotiate the terms of a potential transaction with DTI and determined to retain Mayer Brown LLP (“Mayer Brown”) as its counsel.

On February 1, 2024, the SDPI Special Committee held a meeting at which representatives of Piper Sandler were present. The representatives of Piper Sandler provided a preliminary financial analysis of DTI’s revised proposal. After discussion and deliberation, the SDPI Special Committee determined that it would need additional time to consider the terms of the revised proposal before determining that it was prepared to proceed with a transaction with DTI on the basis of DTI’s revised proposal of January 31, 2024.

On February 5, 2024, the SDPI Special Committee and Piper Sandler executed an amendment to Piper Sandler’s engagement letter, effective as of January 1, 2024, which reflected that Piper Sandler was exclusively the SDPI Special Committee’s financial advisor, and not SDPI’s or the SDPI Board’s financial advisor.

On February 6, 2024, the SDPI Special Committee held a meeting at which representatives of Piper Sandler were present. The representatives of Piper Sandler provided a preliminary financial analysis of DTI’s revised proposal. After discussion and deliberation, the SDPI Special Committee determined DTI’s revised proposal was sufficiently attractive so that it was prepared to negotiate and finalize a merger agreement with respect to a transaction with DTI. The SDPI Special Committee instructed Piper Sandler to convey the SDPI Special Committee’s position to ECS.

Later on February 6, 2024, at the direction of the SDPI Special Committee, representatives of Piper Sandler contacted representatives of ECS and informed them that the SDPI Special Committee had determined DTI’s revised proposal of January 31, 2024 was acceptable and was prepared to begin to negotiate and finalize a merger agreement on the basis of such proposal.

On February 8, 2024, Piper Sandler delivered to the SDPI Special Committee and Mayer Brown a written disclosure statement, dated February 7, 2024, with respect to Piper Sandler’s pre-existing relationships with SDPI, DTI, and their respective affiliates, which was subsequently reconfirmed at the meeting of the SDPI Special Committee on March 4, 2024, at which Mayer Brown was also present. The disclosure statement noted, among other things, that, based on its customary conflicts-related clearance procedures, Piper Sandler had not earned any fees for investment banking services from any of SDPI, DTI, or their respective affiliates during the period January 1, 2021 through February 5, 2024.

On February 9, 2024, the SDPI Special Committee held a meeting at which representatives of Mayer Brown were present. The representatives of Mayer Brown reviewed with the SDPI Special Committee their fiduciary duties under Utah law, both generally and in the context of a potential transaction. In this discussion, the representatives of Mayer Brown reviewed considerations under Utah law specific to companies with a significant shareholder or directors that have possible conflicts of interest in connection with a potential transaction. In particular, the representatives of Mayer Brown reviewed whether and when it might be advisable for the SDPI Special Committee to subject the transaction with DTI to a “majority of the unaffiliated” shareholder vote. The representatives of Mayer Brown also asked the members of the SDPI Special Committee to reconfirm that they were independent and disinterested with respect to a potential transaction with DTI, and each of Messrs. Ronca, Lines and Iversen confirmed that they were.

On February 10, 2024, Winston delivered the initial draft Merger Agreement to Ewing & Jones for further distribution to the SDPI Special Committee.

On February 11, 2024, the SDPI Special Committee held a meeting at which representatives of Mayer Brown were present. At the meeting, the representatives of Mayer Brown provided a preliminary analysis of the material issues reflected in the draft Merger Agreement delivered by Winston the previous day, including that the draft reflected (a) a condition to closing that the Meiers and DTI execute mutually agreeable employment

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agreements and an amendment to the Tronco Note (the “Meier Arrangement Condition”), (b) a condition to closing that no more than 50% of the SDPI Stockholders elect to receive stock consideration (the “Election Threshold Condition”), (c) a customary non-solicitation and “window shop” provision applicable to SDPI, and (d) no provisions ensuring that the transaction would be deemed a tax-free reorganization under applicable tax laws and regulations. The representatives of Mayer Brown discussed the mechanics and terms of a possible “go-shop” provision. In addition, the representatives of Mayer Brown described applicable Utah law providing that a transaction approved by the board of directors of a Utah corporation in a potential conflict transaction was not subject to entire fairness review and would be reviewed under the business judgment standard if it is approved by the independent and disinterested members of the relevant board (or a special committee consisting of such directors) or the transaction is conditioned upon the approval of a “majority of the unaffiliated” shareholders of the company (the “Utah Cleansing Statute”).

On February 12, 2024, the SDPI Special Committee had a meeting at which representatives of Mayer Brown, Piper Sandler, and Dorsey & Whitney LLP, legal counsel to Piper Sandler (“Dorsey”), were present. At the meeting, the SDPI Special Committee discussed with the parties present the transaction process generally. After the Dorsey representatives departed, the SDPI Special Committee continued with the representatives of Mayer Brown and Piper Sandler to discuss the possibility of adding a “go-shop” provision to the Merger Agreement and whether to include a condition in the Merger Agreement that SDPI must obtain the approval of the Merger of a “majority of the unaffiliated” shareholders.

Later on February 12, 2024, representatives of Winston, Mayer Brown, Ewing & Jones, and ECS had a conference call to discuss the tax structure of the transaction and the intended tax treatment for the consideration to be received by the SDPI Stockholders and the terms to be included in the Merger Agreement to effect the intended tax treatment.

Also on February 13, 2024, Winston delivered a draft of the Voting and Support Agreement to Ewing & Jones. Ewing & Jones subsequently delivered the draft to Mr. and Mrs. Meier for their review with their personal attorney.

On February 14, 2024, the SDPI Special Committee held a meeting at which representatives of Mayer Brown were present. At the meeting, the representatives of Mayer Brown provided an analysis of the material issues reflected in the Merger Agreement. After deliberation and consultation with Mayer Brown, the SDPI Special Committee determined to, among other things, (a) reject the Meier Arrangement Condition entirely and indicate that the transaction would not be subject in any way to the finalization of any arrangements between the Meiers and DTI, (b) reject the Election Threshold Condition and replace it with a customary proration mechanic to preserve the parties’ intended tax treatment and economic agreement, and (c) propose a “go-shop” provision in lieu of a non-solicitation and “window shop” provision (collectively, the “SDPI Special Committee Positions”). Furthermore, the SDPI Special Committee determined that, in light of the Utah Cleansing Statute, it would not propose a “majority of the unaffiliated” shareholder approval condition. The SDPI Special Committee then instructed Mayer Brown to prepare a revised draft of the Merger Agreement reflecting the SDPI Special Committee Positions and authorized Mr. Ronca to convey such positions to Curt Crofford, a member of the DTI Board and Managing Director of Hicks Equity Partners, LLC.

On February 15, 2024, Mr. Ronca had a call with Mr. Crofford and conveyed to him the SDPI Special Committee Positions.

On February 16, 2024, Mayer Brown delivered a revised draft of the Merger Agreement reflecting the SDPI Special Committee Positions to Winston.

On February 18, 2024, Mr. Crofford had a call with Mr. Ronca to discuss the revised draft of the Merger Agreement delivered by Mayer Brown and conveyed that a “go shop” provision was unlikely to be acceptable to the DTI Board.

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On February 23, 2024, Winston delivered a revised draft of the Merger Agreement to Mayer Brown.

On February 26, 2024, the SDPI Special Committee held a meeting at which representatives of Mayer Brown were present. At the meeting, the representatives of Mayer Brown provided an analysis of the material issues reflected in the revised Merger Agreement, including that DTI had (a) rejected the “go shop” provision, and (b) reinserted the Election Threshold Condition and deleted Mayer Brown’s proposed election proration language. After discussion and consultation with Mayer Brown, the SDPI Special Committee instructed Mayer Brown to obtain additional clarity from DTI’s advisors regarding DTI’s positions in the Merger Agreement, particularly with respect to the intended tax treatment of the consideration.

On February 27, 2024, representatives of Mayer Brown, Winston and ECS had a call to discuss and negotiate the terms of the Merger Agreement, including with respect to the Election Threshold Condition. In subsequent discussions on February 27, 2024, representatives of ECS communicated to representatives of Piper Sandler that DTI had rejected the SDPI Special Committee’s “go shop” construct and would likely cease further discussions regarding a potential transaction if the SDPI Special Committee determined to continue to pursue a “go shop” provision.

On February 28, 2024, representatives of Mayer Brown, Winston, ECS and Piper Sandler had a call to discuss the tax provisions of the Merger Agreement, including the intended tax treatment for the consideration.

Later on February 28, 2024, the SDPI Special Committee held a meeting at which representatives of Mayer Brown and Piper Sandler were present. At the meeting, the representatives of Mayer Brown and Piper Sandler provided an update on the discussions and negotiations regarding the terms of the Merger Agreement, including with respect to (a) the intended tax treatment of the merger consideration and (b) DTI’s position on the “go shop” covenant. After discussion and consultation with Mayer Brown, the SDPI Special Committee determined to accept DTI’s deletion of the “go shop” provision, particularly in light of DTI’s position that it would cease further discussions if the SDPI Special Committee determined to continue to pursue a “go shop” provision, and reject the reinsertion of the Election Threshold Condition and provided further guidance to Mayer Brown regarding the terms of the Merger Agreement. The SDPI Special Committee then instructed Mayer Brown to prepare a revised draft of the Merger Agreement reflecting such positions.

On February 29, 2024, Mayer Brown delivered a revised draft of the Merger Agreement to Winston. Between February 29, 2024 and March 6, 2024, Winston and Mayer Brown finalized the Merger Agreement.

On March 1, 2024, a representative of Dentons Durham Jones Pinegar P.C., counsel to Mr. and Mrs. Meier (“Dentons”), delivered revised drafts of the Voting and Support Agreement to Ewing & Jones. Later on March 1, 2024, Ewing & Jones delivered the draft of the Voting and Support Agreement to Winston and Mayer Brown.

Subsequently, on March 1, 2024, a representative of Mayer Brown delivered comments to the Voting and Support Agreement, which comments included a termination of the Voting and Support Agreement in the event the SDPI Special Committee or the SDPI Board made a change of recommendation with respect to the Merger, to Winston and Ewing & Jones, which Ewing & Jones delivered to Dentons on March 2, 2024.

On March 2, 2024, a representative of Piper Sandler called a representative of Mayer Brown to indicate that Piper Sandler had just discovered that a different, separate team within Piper Sandler had been exploring with DTI a possible engagement by DTI of Piper Sandler as its financial advisor in connection with a potential transaction different from the one between DTI and SDPI (the “Piper Sandler/DTI Contact”). The representative of Mayer Brown asked the representative of Piper Sandler to provide additional background information regarding the Piper Sandler/DTI Contact, which the representative of Piper Sandler said Piper Sandler would provide as soon as possible.

Also on March 2, 2024, Winston delivered a revised draft of the Voting and Support Agreement to Ewing & Jones and Mayer Brown, which Ewing & Jones delivered to Dentons on March 2, 2024.

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On March 4, 2024, a representative of Dorsey delivered a draft of the fairness opinion letter to Mayer Brown. The opinion letter included a disclosure regarding the Piper Sandler/DTI Contact.

Later on March 4, 2024, a representative of Mayer Brown delivered a revised draft of the fairness opinion letter to Dorsey, which included comments regarding the disclosure of the Piper Sandler/DTI Contact.

Subsequently, on March 4, 2024, the SDPI Special Committee held a meeting at which representatives of Piper Sandler and Mayer Brown were present to, among other things, consider the proposed merger with DTI. The representatives of Piper Sandler were not present at the start of the meeting and joined at a later point in time. A representative of Mayer Brown reviewed with the members of the SDPI Special Committee their fiduciary duties under Utah law and the procedures around the SDPI Special Committee’s and the SDPI Board’s adoption of the Merger Agreement and approval of the transaction as a result of the SDPI Board establishing the SDPI Special Committee. The representatives of Mayer Brown then provided the SDPI Special Committee a summary of all information that Piper Sandler had provided regarding the Piper Sandler/DTI Contact and explained the disclosure made by Piper Sandler in its draft fairness opinion letter regarding such topic. The SDPI Special Committee discussed and deliberated the Piper Sandler/DTI Contact and instructed Mayer Brown to investigate the matter further, but that based on the knowledge available to the SDPI Special Committee at the time, the SDPI Special Committee believed that Piper Sandler did not have a conflict of interest or lack independence such that Piper Sandler would not be able to provide the SDPI Special Committee independent advice. The representatives of Piper Sandler subsequently joined the meeting. At the request of the SDPI Special Committee, representatives of Piper Sandler then reviewed with the SDPI Special Committee its preliminary financial analyses with respect to SDPI, DTI and the Merger. Mayer Brown provided the SDPI Special Committee both a written and an oral summary of certain key terms of the Merger Agreement and the Voting Agreement, noting any items in the Merger Agreement that remained to be resolved. A representative of Mayer Brown also described for the SDPI Special Committee the resolutions that the SDPI Special Committee would consider adopting at its next meeting.

On March 5, 2024, in response to questions posed by representatives of Mayer Brown, Dorsey confirmed to Mayer Brown that (a) Piper Sandler had not, as of March 5, 2024, been engaged by DTI in any respect, (b) the Piper Sandler/DTI Contact was done in the ordinary course of business consistent with Piper Sandler’s past practice, (c) none of the members of the Piper Sandler team representing the SDPI Special Committee participated in the Piper Sandler/DTI Contact, and (d) no confidential information with respect to any discussions between SDPI and DTI related to the process leading to the Merger had been shared or made available by the Piper Sandler team engaged in connection with the Merger and that Piper Sandler had, in the ordinary course of business, established technological internal information barriers among its teams, including with respect to the potential merger between DTI and SDPI.

On the morning of March 6, 2024, Wayne Prejean, Chief Executive Officer of DTI and member of the DTI Board, contacted Mr. Meier and indicated that, after taking into account all of SDPI’s costs and expenses incurred in connection with the Merger, the DTI Board was not prepared to proceed with the Merger on the terms previously settled on by the parties.

Promptly following such communication with Mr. Prejean, on the morning of March 6, 2024, Mr. Meier contacted the members of the SDPI Special Committee to summarize DTI’s position relayed to Mr. Meier that morning by Mr. Prejean, and the members of the SDPI Special Committee determined that Mr. Ronca would, on behalf of the SDPI Special Committee, discuss matters related to DTI’s position.

Subsequently in the morning on March 6, 2024, Mr. Crofford and Mr. Ronca had a call, during which Mr. Crofford communicated that the DTI Board would propose a reduction in the purchase price payable by DTI in the transaction.

In the early afternoon of March 6, 2024, the SDPI Special Committee held a meeting at which representatives of Mayer Brown were present. At the meeting, the SDPI Special Committee discussed the position relayed earlier that morning by Mr. Crofford and the possibility that DTI may propose a reduction in the

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purchase price payable by DTI in the transaction. After discussion and consultation with Mayer Brown, the SDPI Special Committee determined to reject any proposed reduction in the purchase price made by DTI and authorized Mr. Ronca to communicate the SDPI Special Committee’s position to DTI.

Later in the afternoon of March 6, 2024, Mr. Crofford called Mr. Ronca and indicated that DTI proposed to reduce the aggregate cash consideration payable in the Merger by $500,000, which would result in a reduction of the cash consideration from $1.00 to approximately $0.97 per share. Mr. Ronca confirmed to Mr. Crofford that the SDPI Special Committee rejected any change to the purchase price and would only proceed with the transaction on the basis of the economic terms proposed by DTI on January 31, 2024.

In the late afternoon of March 6, 2024, Mr. Crofford confirmed to Mr. Ronca that, after further discussion and consideration by the DTI Board, DTI would not pursue any reduction to the purchase price and was prepared to proceed with the transaction on the basis of the economic terms proposed by DTI on January 31, 2024.

In the evening of March 6, 2024, the SDPI Special Committee held a meeting at which representatives of Piper Sandler and Mayer Brown were present to, among other things, consider the proposed merger with DTI. The representatives of Piper Sandler were not present at the start of the meeting and joined at a later point in time. A representative of Mayer Brown summarized and discussed with the SDPI Special Committee all of the information that Dorsey had provided to Mayer Brown on March 5, 2024 regarding the Piper Sandler/DTI Contact and explained the disclosure made by Piper Sandler in its draft fairness opinion letter regarding such topic. The SDPI Special Committee discussed and deliberated the Piper Sandler/DTI Contact and determined that, based on the knowledge available to the SDPI Special Committee at the time, Piper Sandler did not have a conflict of interest or lack independence such that Piper Sandler would not be able to provide the SDPI Special Committee independent advice. The representatives of Piper Sandler subsequently joined the meeting. At the request of the SDPI Special Committee, representatives of Piper Sandler reviewed with the SDPI Special Committee their financial analyses with respect to SDPI, DTI and the Merger. Thereafter, at the request of the SDPI Special Committee, Piper Sandler rendered its oral opinion to the SDPI Special Committee (which was subsequently confirmed in writing by delivery to the SDPI Special Committee of Piper Sandler’s written opinion dated March 6, 2024) to the effect that, as of March 6, 2024, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Piper Sandler in preparing its opinion, the Merger Consideration to be paid in the First Merger to the Unaffiliated Holders (other than DTI and its affiliates, if any) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The SDPI Special Committee then unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, SDPI and the SDPI Unaffiliated Stockholders, (b) recommended that the SDPI Board adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, and determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interest of, SDPI and the SDPI Unaffiliated Stockholders, and (c) recommended that the SDPI Board submit the Merger Agreement to the SDPI Stockholders for their approval and recommend that the SDPI Stockholders approve the Merger Agreement, in each case, on the terms and subject to the conditions of the Merger Agreement.

Subsequently, in the evening of March 6, 2024, the SDPI Board held a meeting at which representatives of Piper Sandler, Mayer Brown and Ewing & Jones were present to, among other things, consider the proposed merger with DTI. At the request of the SDPI Special Committee and for the SDPI Board’s informational purposes only, representatives of Piper Sandler confirmed that they had rendered an oral opinion to the SDPI Special Committee to the effect that, as of March 6, 2024, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Piper Sandler in preparing its opinion, the Merger Consideration to be paid in the First Merger to the Unaffiliated Holders (other than DTI and its affiliates, if any) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The SDPI Special Committee then confirmed its recommendation that it recommended that the SDPI Board (a) adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, and determine that the Merger Agreement and the transactions contemplated

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thereby, including the Merger, are advisable and fair to, and in the best interest of, SDPI and the SDPI Unaffiliated Stockholders, and (b) submit the Merger Agreement to the SDPI Stockholders for their approval and recommend that the SDPI Stockholders approve the Merger Agreement, in each case, on the terms and subject to the conditions of the Merger Agreement. The SDPI Board then, acting upon the recommendation of the SDPI Special Committee, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, SDPI and the SDPI Stockholders, including the SDPI Unaffiliated Stockholders, (ii) adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger, and the execution, delivery and performance of the Merger Agreement, (iii) resolved to recommend that the SDPI Stockholders approve the Merger Agreement and (iv) directed that the SDPI Special Meeting be convened for the purpose of submitting the Merger Proposal, the Merger Compensation Proposal and the SDPI Adjournment Proposal to the SDPI Stockholders for their approval.

Later in the evening on March 6, 2024, SDPI, DTI, Merger Sub I and Merger Sub II executed the Merger Agreement, and DTI and the Supporting Stockholders executed the Voting and Support Agreement.

Early in the morning on March 7, 2024, SDPI and DTI issued a joint press release announcing their entry into the Merger Agreement prior to the open of trading on the NYSE American that morning.

Reasons for the Merger; Recommendation of the SDPI Special Committee and the SDPI Board; Fairness

The SDPI Board established the SDPI Special Committee to, among other things, (a) review and oversee the Merger and to consider other alternatives to the Merger that would be in the best interests of SDPI and the SDPI Stockholders (an “Alternative Transaction”), (b) review, evaluate, investigate and negotiate the terms and conditions of the Merger or any Alternative Transaction to the extent the SDPI Special Committee determines such action is advisable, (c) determine whether the Merger or any Alternative Transaction is fair to, and in the best interests of, SDPI and the SDPI Stockholders, and (d) if the SDPI Special Committee deems it appropriate or advisable, recommend to the SDPI Board what action, if any, should be taken by SDPI with respect to the Merger or any Alternative Transaction.

After careful consideration, the SDPI Special Committee unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby (the “Transactions”), including the Merger, are advisable and fair to, and in the best interests of, SDPI and the SDPI Unaffiliated Stockholders, (b) recommended that the SDPI Board adopt the Merger Agreement and approve the Transactions, including the Merger, and determine that the Merger Agreement and the Transactions, including the Merger, are advisable and fair to, and in the best interest of, SDPI and the SDPI Unaffiliated Stockholders, and (c) recommended that the SDPI Board submit the Merger Agreement to the SDPI Stockholders for their approval and recommend that the SDPI Stockholders approve the Merger Agreement, in each case, on the terms and subject to the conditions of the Merger Agreement. The SDPI Board, acting upon the recommendation of the SDPI Special Committee, unanimously (i) determined that the Merger Agreement and the Transactions, including the Merger, are advisable and fair to, and in the best interests of, SDPI and the SDPI Stockholders, including the SDPI Unaffiliated Stockholders, (ii) adopted the Merger Agreement and approved the Transactions, including the Merger, and the execution, delivery and performance of the Merger Agreement, (iii) resolved to recommend that the SDPI Stockholders approve the Merger Agreement and (iv) directed that the SDPI Special Meeting be convened for the purpose of submitting the Merger Proposal, the Merger Compensation Proposal and the SDPI Adjournment Proposal to the SDPI Stockholders for their approval. Accordingly, based on its evaluation and having received the recommendation of the SDPI Special Committee, the SDPI Board unanimously recommends that the SDPI Stockholders vote “FOR” the Merger Proposal and “FOR” the Merger Compensation Proposal. The SDPI Board also recommends that the SDPI Stockholders vote “FOR” the SDPI Adjournment Proposal. In addition, the SDPI Special Committee and the SDPI Board believe that the Merger is fair to SDPI’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act.

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In evaluating the Merger, the SDPI Special Committee and the SDPI Board considered a range of factors that supported their decision to approve the Merger Agreement and the Merger, including those set forth below (which are not necessarily in order of relative importance):

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In addition, the SDPI Special Committee and the SDPI Board also weighed the advantages and benefits against a variety of risks and other potentially negative factors (which are not necessarily in order of relative importance), including the following:

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After considering the foregoing factors, the SDPI Special Committee and the SDPI Board concluded that, overall, the potentially beneficial factors relating to the Merger Agreement and the Transactions, including the Merger, outweighed the risks and potentially negative factors.

The foregoing discussion of the information and factors considered by the SDPI Special Committee and the SDPI Board is not exhaustive but is intended to reflect the material factors considered by them in their consideration of the Merger Agreement and the Transactions, including the Merger. In view of the complexity and the large number of factors considered, the SDPI Special Committee and the SDPI Board, individually and collectively, did not quantify or assign any relative or specific weight to the various factors. Rather, the SDPI Board based its recommendation to the holders of SDPI Common Stock on the totality of the information presented to and considered by it. In addition, individual members of the SDPI Special Committee and the SDPI Board may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the SDPI Special Committee and the SDPI Board is forward-looking in nature. This information should be read in light of the factors described under the caption “Cautionary Statement Concerning Forward-Looking Statements.”

The SDPI Special Committee and the SDPI Board believe that sufficient procedural safeguards were and are present to ensure the fairness of the Merger and to permit the SDPI Special Committee and the SDPI Board to represent effectively the interests of the SDPI Unaffiliated Stockholders. These procedural safeguards include the following:

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In the course of reaching their decision to approve and declare advisable the Merger Agreement and the Transactions, including the Merger, the SDPI Special Committee and the SDPI Board did not consider the liquidation value of SDPI, and did not believe it to be a relevant methodology, because (a) they considered SDPI to be a viable, going concern, (b) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of SDPI and (c) SDPI will continue to operate its business following the Merger. Further, the SDPI Special Committee and the SDPI Board did not consider net book value, an accounting concept, of SDPI as a factor because they believe that net book value is not a material indicator of the value of SDPI as a going concern but rather is indicative of historical costs and because net book value does not take into account the prospects of SDPI, market conditions, commodity prices, trends in the industries in which SDPI operates or the business risks inherent in those industries. The SDPI Special Committee and the SDPI Board were not aware of any firm offer for a merger, sale of all or a substantial part of SDPI’s assets, or a purchase of a controlling amount of SDPI securities having been received by SDPI from anyone other than DTI with respect to the current transaction in the two years preceding the signing of the Merger Agreement.

The SDPI Special Committee and the SDPI Board did not seek to establish a pre-merger going concern value for SDPI to determine the fairness of the Merger as they believed that such value was adequately reflected in the various analyses summarized in the section of this proxy statement/prospectus entitled “Opinion of Piper Sandler,” that they considered in making their respective determinations. In making its determination as to the fairness of the Merger, the SDPI Special Committee and the SDPI Board considered a number of factors as summarized above in this section of this proxy statement/prospectus, including the opinion and analyses provided to the SDPI Special Committee by Piper Sandler as more fully summarized in the section of this proxy statement/prospectus entitled “Opinion of Piper Sandler” beginning on page 44 which opinion and analyses the SDPI Special Committee adopted.

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The Supporting Shareholders expressly agreed with, and adopted, the SDPI Special Committee’s and SDPI Board’s reasons for the Merger and their position as to the fairness of the Merger to SDPI Unaffiliated Stockholders.

Reasons for the Merger of the Schedule 13e-3 Filing Parties other than SDPI and the Supporting Shareholders; Fairness

During the course of its respective evaluations of the Merger Agreement and the transactions contemplated by the Merger Agreement, each of the DTI Board, the SDPI Board, and the SDPI Special Committee held numerous meetings, consulting with senior management, legal and financial advisors, and reviewed and assessed a significant amount of information. In reaching their respective decisions to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, the DTI Board considered a number of factors that it viewed as supporting its decision to approve the Merger Agreement, including (without limitation):

DTI did not participate in the deliberations of the SDPI Special Committee or SDPI Board regarding, or received advice from the SDPI Special Committee’s legal or financial advisors as to, the fairness of the Merger to the SDPI Unaffiliated Stockholders. DTI has not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the Merger to the SDPI Unaffiliated Stockholders. Nonetheless, DTI believes that the Merger is procedurally and substantively fair to the SDPI

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Unaffiliated Stockholders. DTI is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The view of DTI as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any SDPI stockholder as to how to vote on the Merger Proposal.

Intent to Vote

Concurrently with the execution and delivery of the Merger Agreement, DTI entered into the Voting and Support Agreement with each of the Supporting Shareholders, who in the aggregate beneficially own shares of SDPI Common Stock representing approximately 40% of the voting power of SDPI’s outstanding capital stock in the aggregate. Under the Voting and Support Agreement, the Supporting Shareholders agreed to, among other things, vote the Voting Shares in favor of the approval of the Merger Agreement and the transactions contemplated thereby, subject to the limitations set forth in the Voting and Support Agreement.

Unaudited Prospective Financial Information

SDPI generally does not make public projections as to future performance, earnings, or other results due to the unpredictability of the underlying assumptions and estimates. However, in connection with its evaluation of the Merger and related transactions, SDPI’s management prepared and provided to the SDPI Special Committee and the SDPI Board certain non-public, internal financial projections concerning SDPI’s future performance as a standalone business for the fiscal years ending December 31, 2024 through 2028. These projections do not give effect to the Merger.

SDPI has included below a summary of these financial forecasts, which it refers to as the “projections.” In compiling the projections, SDPI’s management considered a number of factors. SDPI’s management also provided the projections to Piper Sandler and approved the projections for Piper Sandler’s use in connection with their financial analysis and opinion. The summary of the projections is not being included in this proxy statement/prospectus to influence a stockholder’s decision whether to vote for or against the proposal to approve the Merger Agreement but is being included because the projections were provided to the SDPI Special Committee, the SDPI Board and Piper Sandler.

The projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, SDPI’s management. The projections were not prepared with a view toward public disclosure or toward complying with GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Moss Adams, SDPI’s independent registered public accounting firm, has not examined, compiled or performed any procedures with respect to the projections and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

The projections were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of SDPI’s management. SDPI’s management has limited visibility into future activity levels for SDPI’s services in future periods because they depend on several macroeconomic, global commodity price levels, and industry specific variables outside of SDPI’s control. As a result, the assumptions upon which the projections were based necessarily involve judgments with respect to, among other things, industry performance, general business, economic, regulatory, market and financial conditions, as well as matters specific to SDPI’s business, all of which are difficult or impossible to predict accurately and many of which are beyond SDPI’s control.

SDPI can give no assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. In addition, since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Furthermore, the unaudited prospective financial information should not be construed as commentary by SDPI management as to how SDPI management expects SDPI’s actual results to compare to Wall Street research analysts’ estimates, as to which SDPI expresses no view.

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Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to SDPI’s business, industry performance, general business and economic conditions, customer requirements, competition and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, please see the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement/prospectus and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in SDPI’s Annual Report on Form 10-K for the year ended December 31, 2023 and the other reports filed by SDPI with the SEC.

In light of the foregoing factors and the uncertainties inherent in the projections, stockholders are cautioned not to place undue, if any, reliance on the projections.

The following table and other information below is a summary of the projections (dollars in millions, except as noted).

The unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. SDPI can give no assurance that, had the unaudited prospective financial information been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. SDPI does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the assumptions underlying the unaudited prospective financial information are shown to be in error, or to reflect changes in general economic or industry conditions. The unaudited prospective financial information does not take into account the possible financial and other effects on SDPI of the Merger and does not attempt to predict or suggest future results of the Surviving Entity. The unaudited prospective financial information does not give effect to the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the potential synergies that may be achieved by the combined company as a result of the Merger or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

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Further, the unaudited prospective financial information does not take into account the effect on SDPI of any possible failure of the Merger to occur. None of SDPI, Piper Sandler or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any SDPI Stockholder or other person regarding SDPI’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the forecasted results will be achieved.

In light of the foregoing, and considering that the special meeting will be held after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, SDPI Stockholders are cautioned not to place unwarranted reliance on such information, and SDPI urges all SDPI Stockholders to review SDPI’s most recent SEC filings for a description of SDPI’s reported financial results. See “Where You Can Find More Information.”

Opinion of Piper Sandler

Piper Sandler was initially retained by SDPI to act as its exclusive financial advisor on May 19, 2023, in connection with SDPI’s announced exploration of a range of strategic alternatives, including any potential change-in-control business combination involving SDPI and a third party. On February 5, 2024, the SDPI Special Committee, in lieu of SDPI and the SDPI Board, retained Piper Sandler, effective as of January 1, 2024, as its exclusive financial advisor with respect to any such business combination, including the proposed Merger.

On March 6, 2024, Piper Sandler rendered to the SDPI Special Committee its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated March 6, 2024, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Piper Sandler in preparing its opinion, the Merger Consideration to be paid in the First Merger to the holders of shares of SDPI Common stock, other than each of G. Troy Meier, Annette Meier, Tronco Energy Corporation and each of their respective affiliates (as used in this section entitled “ – Opinion of Piper Sandler,” the “Unaffiliated Holders”) and other than DTI and its affiliates, if any, pursuant to the Merger Agreement, was fair, from a financial point of view, to such holders (the “Piper Sandler Opinion”).

The full text of Piper Sandler’s written opinion, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Piper Sandler in preparing the Piper Sandler Opinion, is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference.

The summary of the Piper Sandler Opinion set forth below is qualified in its entirety by the full text of the opinion attached hereto as Annex B. The Piper Sandler Opinion was provided solely for the information and assistance of the SDPI Special Committee (in each member’s capacity as a member of the SDPI Special Committee, and not in any other capacity) in connection with the SDPI Special Committee’s consideration of the Merger. The Piper Sandler Opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the Unaffiliated Holders (other than DTI and its affiliates, if any) of the Merger Consideration to be paid in the First Merger pursuant to the terms of the Merger Agreement to such holders. The Piper Sandler Opinion did not address any other term or aspect of the Merger Agreement or the Merger. The Piper Sandler Opinion is not intended to, and does not, constitute a recommendation to any SDPI Stockholder as to how such SDPI Stockholder should (i) vote with respect to the Merger or any other matter or (ii) make any election with respect to the Merger Consideration being offered in the Merger.

The full text of the opinion attached hereto as Annex B should be read carefully in its entirety for a description of the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Piper Sandler in preparing the Piper Sandler Opinion.

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In connection with rendering the Piper Sandler Opinion and performing its related financial analyses, Piper Sandler, among other things:

In addition, Piper Sandler conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as it deemed necessary in arriving at the Piper Sandler Opinion.

With the consent of the SDPI Special Committee (on behalf of SDPI), (i) Piper Sandler did not analyze, or otherwise consider the value or dilutive impact of certain options to acquire shares of SDPI Common Stock that have exercise prices in excess of the value of the Merger Consideration being offered in the First Merger and that are to be assumed by DTI pursuant to the terms of the Merger Agreement, and (ii) Piper Sandler relied on SDPI’s valuation of its net operating loss carryforward, as set forth on SDPI’s balance sheet dated December 31, 2023, filed by SDPI in its Form 10-K as of such date, and Piper Sandler did not separately value such carryforward.

Piper Sandler relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to Piper Sandler or discussed with or reviewed by Piper Sandler. Piper Sandler further relied upon the assurances of management of SDPI that the financial information provided to Piper Sandler was prepared on a reasonable basis in accordance with industry practice, and that management of SDPI was not aware of any information or facts that would make any information provided to Piper Sandler incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of the Piper Sandler Opinion, Piper Sandler assumed that, with respect to financial forecasts, estimates and other forward-looking information reviewed by Piper Sandler, such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of management of SDPI as to the expected future results of operations and financial condition of SDPI and DTI, respectively, to which such financial forecasts, estimates and other forward-looking information related. Piper Sandler expressed no opinion as to any such financial forecasts, estimates or forward-looking information or the assumptions on which they were based. Piper Sandler further assumed that the Merger would qualify as a tax-free reorganization for United States federal income tax purposes with respect to the shares of DTI Common Stock to be received in the stock election. Piper Sandler relied, with the consent of the SDPI Special Committee (on behalf of SDPI), on advice of outside counsel and the independent accountants to SDPI, and on the assumptions of management of SDPI, as to all accounting, legal, tax and financial reporting matters with respect to SDPI, DTI and the Merger Agreement.

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In arriving at the Piper Sandler Opinion, Piper Sandler assumed that the executed Merger Agreement would be in all material respects identical to the last draft reviewed by Piper Sandler. Piper Sandler relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to therein were true and correct, as of the dates made or deemed made, in all respects material to Piper Sandler’s analysis, (ii) each party to the Merger Agreement would fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the Merger would be consummated pursuant to the terms of the Merger Agreement without amendments thereto and (iv) all conditions to the consummation of the Merger would be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper Sandler assumed that all the necessary regulatory approvals and consents required for the Merger would be obtained in a manner that would not adversely affect SDPI, DTI, the Unaffiliated Holders or the contemplated benefits of the Merger.

In arriving at the Piper Sandler Opinion, Piper Sandler did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of SDPI or DTI, and Piper Sandler was not furnished or provided with any such appraisals or valuations, nor did Piper Sandler evaluate the solvency of SDPI or DTI under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Sandler in connection with the Piper Sandler Opinion were going concern analyses. Piper Sandler expressed no opinion regarding the liquidation value of SDPI, DTI or any other entity. Without limiting the generality of the foregoing, Piper Sandler undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which SDPI, DTI or any of their affiliates was a party or may have been subject, and, at the direction of SDPI and with its consent, the Piper Sandler Opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Sandler assumed that neither SDPI nor DTI is party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the Merger.

The Piper Sandler Opinion was necessarily based upon the information available to Piper Sandler and facts and circumstances as they existed and were subject to evaluation on the date of the Piper Sandler Opinion; events occurring after the date thereof, whether or not related to the Merger, could materially affect the assumptions used in preparing the Piper Sandler Opinion. Piper Sandler did not express any opinion in the Piper Sandler Opinion as to the price at which shares of SDPI Common Stock or shares of DTI Common Stock may trade following announcement of the Merger or at any future time. Piper Sandler has not undertaken to reaffirm or revise the Piper Sandler Opinion or otherwise comment upon any events occurring after the date of the Piper Sandler Opinion, and it does not have any obligation to update, revise or reaffirm the Piper Sandler Opinion.

Piper Sandler was not requested to, and did not, (i) participate in negotiations with respect to the legal aspects of the Merger Agreement, (ii) solicit any expressions of interest from any other parties with respect to any business combination with SDPI or any other alternative transaction or (iii) advise the SDPI Special Committee with respect to alternatives to the Merger.

The Piper Sandler Opinion was provided to the SDPI Special Committee in connection with its consideration of the Merger and was not intended to, and does not, constitute a recommendation to any SDPI Stockholder as to how such SDPI Stockholder should (i) vote with respect to the Merger or any other matter or (ii) make any election with respect to the Merger Consideration being offered in the First Merger. The Piper Sandler Opinion was approved for issuance by the Piper Sandler Opinion Committee.

The Piper Sandler Opinion addresses solely the fairness, from a financial point of view, to the Unaffiliated Holders (other than DTI and its affiliates, if any) of the Merger Consideration set forth in the Merger Agreement and does not address any other terms or agreement relating to the Merger or any other terms of the Merger Agreement. Piper Sandler was not requested to opine as to, and the Piper Sandler Opinion did not address, the basic business decision to proceed with or effect the Merger, the merits of the Merger relative to any alternative transaction or business strategy that may be available to SDPI, DTI’s ability to fund the Cash Election

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Consideration, or any other terms contemplated by the Merger Agreement or the fairness of the Merger to any other class of securities, creditor or other constituency of SDPI. Piper Sandler expressed no opinion with respect to the allocation of the Merger Consideration among the SDPI Stockholders. Furthermore, Piper Sandler expressed no opinion with respect to the amount or nature of compensation to any officer, director or employee (or any affiliate thereof) of any party to the Merger, or any class of such persons, relative to the Merger Consideration to be received by the SDPI Stockholders in the First Merger or with respect to the fairness of any such compensation, including whether such payments are reasonable in the context of the Merger.

Summary of Piper Sandler’s Financial Analysis

The following is a summary of the material financial analyses prepared by Piper Sandler and reviewed with the SDPI Special Committee in connection with the Piper Sandler Opinion. The summary set forth below does not purport to be a complete description of the financial analyses performed by or factors considered by Piper Sandler, and underlying the Piper Sandler Opinion, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Piper Sandler. Piper Sandler may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be understood as Piper Sandler’s view of the actual value, whether enterprise, equity, or otherwise, of SDPI or DTI. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Piper Sandler. Considering the data in the tables below without considering all

financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Piper Sandler’s financial analyses and the Piper Sandler Opinion.

In performing its analyses, Piper Sandler made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of SDPI, DTI or any other party to the Merger. None of SDPI, DTI or Piper Sandler or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of SDPI and DTI do not purport to be appraisals or reflect the prices at which SDPI or DTI may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived or calculated from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 5, 2024 (the last business day immediately preceding the day on which Piper Sandler delivered its oral opinion) and is not necessarily indicative of current market conditions.

Analysis of Consideration

Piper Sandler conducted an analysis of the Merger Consideration to be paid in the First Merger to the Unaffiliated Holders (other than DTI and its affiliates, if any) for their shares of SDPI Common Stock (other than Dissenting Shares) pursuant to the Merger Agreement. In the First Merger, the Unaffiliated Holders (other than DTI and its affiliates, if any) of shares of SDPI Common Stock (other than Dissenting Shares) will have the option to receive, for each share of SDPI Common Stock held by such Unaffiliated Holder, either (i) the Cash Election Consideration, (ii) the Stock Election Consideration, or (iii) some combination of Cash Election Consideration and Stock Election Consideration.

As used in this section entitled “– Opinion of Piper Sandler,” the term “Merger Consideration” refers to the Cash Election Consideration and the Stock Election Consideration to be received by the Unaffiliated Holders

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(other than DTI and its affiliates, if any) for their shares of SDPI Common Stock (other than Dissenting Shares) in the First Merger pursuant to the terms of the Merger Agreement, without regard for the allocation of the Cash Election Consideration and Stock Election Consideration among such Unaffiliated Holders.

Financial Analyses of SDPI and DTI

Selected Public Companies Analyses –SDPI Standalone Analyses

Using publicly available information, Piper Sandler compared selected financial data of SDPI with similar data for selected publicly traded companies (each, a “SDPI Selected Public Company”) which Piper Sandler judged to be comparable to SDPI for purposes of this analysis. The SDPI Selected Public Companies were selected, among other reasons, because they are companies (i) whose shares of common stock are listed and publicly traded on registered stock exchanges, (ii) with operations specializing in upstream oil and gas equipment and services, (iii) have a market capitalization of less than $1 billion, and (iv) provide products or services used in land drilling and completion end-markets. However, none of the SDPI Selected Public Companies reviewed is identical to SDPI, and certain of the SDPI Selected Public Companies have financial and operating characteristics that are materially different from those of SDPI. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the SDPI Selected Public Companies, as well as other factors that could affect the SDPI Selected Public Companies differently from how they would affect SDPI.

With respect to the SDPI Selected Public Companies, Piper Sandler calculated two measures of capitalization: market equity value and implied enterprise value (“Implied EV”). Market equity value was determined by multiplying the fully diluted outstanding shares of each SDPI Selected Public Company by its closing share price as of March 5, 2024 (the last trading day before the announcement of the Merger). For purposes of this analysis, Piper Sandler calculated the Implied EV of each SDPI Selected Public Company by (i) adding to such SDPI Selected Public Company’s market equity value (A) its Net Debt (whether positive or negative) and (B) the value of such SDPI Selected Public Company’s preferred stock and non-controlling interest, and (ii) subtracting the value of such SDPI Selected Public Company’s equity investments, in each case, determined as of such SDPI Selected Public Company’s most recent reported quarter-end. For each of the SDPI Selected Public Companies, Piper Sandler then divided such SDPI Selected Public Company’s Implied EV by its (i)(A) earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the twelve-month period ended September 30, 2023 (“LTM”), (B) projected EBITDA for calendar year 2023 (except as noted in footnote 1 accompanying the SDPI Selected Public Companies analysis (see table below)), and (C) projected EBITDA for calendar year 2024, and (ii)(A) FCF for the LTM, (B) projected FCF for calendar year 2023 (except as noted in footnote 2 accompanying the SDPI Selected Public Companies analysis (see table below)), and (C) projected FCF for calendar year 2024, to calculate the Implied EV/EBITDA multiples and the Implied EV/FCF multiples for the respective SDPI Selected Public Company. As used in this section entitled “ – Opinion of Piper Sandler”: (i) “Net Debt” of a company refers to such company’s cash and cash equivalents minus such company’s total indebtedness, in each case, as of a specified date, and (ii) “FCF” of a company refers to such company’s EBITDA, adjusted for, (A) in the case of SDPI, expenses related to intellectual property litigation, employee severance, non-cash bonuses, stock-based compensation, and other expenses, (B) in the case of DTI, expenses related to stock options, monitoring fees, employee retention credits, and other expenses, and (C) in the case of the SDPI Selected Public Companies and DTI Selected Public Companies, adjustments for non-recurring, one-time, non-cash, and other types of expenses, as identified by publicly available sources, minus such company’s publicly available capital expenditures.

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The foregoing calculations resulted in the following maximum, 75^th percentile, mean, median, 25^th percentile and minimum Implied EV/EBITDA multiples and Implied EV/FCF multiples for SDPI Selected Public Companies:

Piper Sandler then (i) multiplied the Mean and Median of each Implied EV/EBITDA multiple set forth in the table above by (A) SDPI’s LTM EBITDA, (B) SDPI’s projected EBITDA for calendar year 2023, and (C) SDPI’s projected EBITDA for calendar year 2024 and (ii) multiplied the Mean and Median of each Implied EV/FCF multiple set forth in the table above by (A) SDPI’s FCF for the LTM, (B) SDPI’s projected FCF for calendar year 2023, and (C) SDPI’s projected FCF for calendar year 2024, in each case, to calculate a corresponding Implied EV for SDPI using such multiple. Piper Sandler then subtracted from the resulting Implied EVs the amount of SDPI’s Net Debt as of December 31, 2023, as provided by management of SDPI and approved for Piper Sandler’s use by management of SDPI, to derive implied equity values for SDPI using such multiples. Piper Sandler divided the resulting implied equity values by the number of fully diluted outstanding shares of SDPI Common Stock as of March 5, 2024, calculated on a treasury stock method basis (excluding the dilutive impact of any outstanding stock options), as provided by management of SDPI and approved for Piper Sandler’s use by management of SDPI, to derive (i) the corresponding implied prices per share of SDPI Common Stock, rounded to the nearest $0.01, and (ii) the corresponding implied exchange ratios, rounded to the neared 0.001.

Piper Sandler then compared the implied prices per shares of SDPI Common Stock and the implied exchange ratios (calculated, in each case, using the Mean and Median of the respective multiple) to the Merger Consideration to be paid in the First Merger to the Unaffiliated Holders (other than DTI and its affiliates, if any) for their shares of SDPI Common Stock (other than Dissenting Shares) pursuant to the terms of the Merger Agreement.

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Selected Public Companies Analyses – DTI Standalone Analyses

Using publicly available information, Piper Sandler compared selected financial data of DTI with similar data for selected publicly traded companies (each, a “DTI Selected Public Company”) which Piper Sandler judged to be comparable to DTI for purposes of this analysis. The DTI Selected Public Companies were selected by Piper Sandler using the same criteria as it used to select the SDPI Selected Public Companies. However, none of the DTI Selected Public Companies reviewed is identical to DTI and certain of the DTI Selected Public Companies have financial and operating characteristics that are materially different from those of DTI. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the DTI Selected Public Companies involved, as well as other factors that could affect DTI Selected Public Companies differently from how they would affect DTI.

With respect to each of the DTI Selected Public Companies, Piper Sandler calculated the Implied EV of the DTI Selected Public Companies using the same methodology used to calculate the Implied EV of the SDPI Selected Public Companies. For each of the DTI Selected Public Companies, Piper Sandler then divided such DTI Selected Public Companies’ Implied EV by its (i)(A) EBITDA for the LTM, (B) projected EBITDA for calendar year 2023 (except as noted in footnote 1 accompanying the DTI Selected Public Companies analysis (see table below)), and (C) projected EBITDA for calendar year 2024, and (ii) (A) FCF for the LTM, (B) projected FCF for calendar year 2023 (except as noted in footnote 2 accompanying the DTI Selected Public Companies analysis (see table below)), and (C) projected FCF for calendar year 2024, to calculate the Implied EV/EBITDA multiples and the Implied EV/FCF multiples for the respective DTI Selected Public Company.

The foregoing calculations resulted in the following maximum, 75^th percentile, mean, median, 25^th percentile and minimum Implied EV/EBITDA multiples and Implied EV/FCF multiples for each of the DTI Selected Public Companies:

Piper Sandler then (i) multiplied the Mean and Median of each Implied EV/EBITDA multiple set forth in the table above by (A) DTI’s LTM EBITDA, (B) DTI’s projected EBITDA for calendar year 2023, and (C) DTI’s projected EBITDA for calendar year 2024 and (ii) multiplied the Mean and Median of each Implied EV/FCF multiple set forth in the table above by (A) DTI’s FCF for the LTM, (B) DTI’s projected FCF for calendar year 2023, and (C) DTI’s projected FCF for calendar year 2024, in each case, to calculate an Implied EV for DTI using such multiple. Piper Sandler then subtracted from the resulting Implied EVs the amount of DTI’s Net Debt as of December 31, 2023 (as provided by management of DTI), to derive implied equity values for DTI using such multiples. Piper Sandler divided each of the resulting implied equity values by the number of fully diluted outstanding shares of DTI as of November 14, 2023 (based on DTI’s Form 10-Q filed as of such date and taking into account the dilutive impact of in-the-money stock options), to derive (i) the corresponding implied prices per share of DTI Common Stock, rounded to the nearest $0.01, and (ii) the corresponding implied exchange ratios, rounded to the neared 0.001.

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Piper Sandler then compared the implied prices per share of DTI Common Stock (calculated using the Mean and Median of the respective multiple) to the market price of DTI Common Stock as of March 5, 2024 (the last trading day before the announcement of the Merger), and compared the implied exchange ratios (calculated using the Mean and Median of the respective multiple) to the market exchange ratio, equal to the price per share of SDPI Common Stock divided by the market price of DTI Common Stock, in each case as of March 5, 2024 (the last trading day before the announcement of the Merger).

Selected Precedent Transactions Analyses

Using publicly available information, Piper Sandler examined selected transactions that Piper Sandler judged to be reasonably comparable to the Merger (the “Selected Precedent Transactions”). The Selected Precedent Transactions include (i) selected transactions involving drilling and completion products and service companies, (ii) which occurred after January 1, 2021, and (iii) had a transaction value of less than $1.0 billion. None of the Selected Precedent Transactions reviewed, and none of the companies that participated in such Selected Precedent Transaction, was identical to the Merger or SDPI or DTI, respectively. In addition, certain of the Selected Precedent Transactions, and the companies that participated in such Selected Precedent Transaction, may have characteristics that are materially different from those of the Merger or SDPI or DTI. However, the Selected Precedent Transactions were selected because certain aspects of the Selected Precedent Transactions, for purposes of Piper Sandler’s analyses, may be considered similar to the Merger. The analysis necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved in the Selected Precedent Transactions and other factors that could affect the transactions differently than they would affect the Merger.

With respect to each of the Selected Precedent Transactions, where information was publicly available, Piper Sandler determined the transaction value of such Selected Precedent Transaction (“Transaction Value”). Piper Sandler then divided each such Transaction Value by the respective target company’s (i) EBITDA for its most recent twelve-month period (determined as of its most recent twelve-month period disclosed) (“Historical EBITDA”) and (ii) EBITDA for the first full-year period thereafter (“Projected EBITDA”), to determine the Transaction Value/Historical EBITDA multiple and the Transaction Value/Projected EBITDA multiple for each target company

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The foregoing calculations resulted in the following maximum, 75^th percentile, mean, median, 25^th percentile and minimum Transaction Value / Historical EBITDA and Transaction Value / Projected EBITDA multiples for the Selected Precedent Transactions:

Piper Sandler then (i) multiplied the Mean and Median of the Transaction Value/Historical EBITDA multiple by SDPI’s Historical EBITDA and (ii) multiplied the Mean and Median of the Transaction Value/Projected EBITDA multiple by SDPI’s Projected EBITDA, in each case, to calculate an implied transaction value for SDPI using such multiples. Piper Sandler then subtracted SDPI’s Net Debt from the resulting implied transaction values to derive implied equity values for SDPI using such multiples. Piper Sandler divided each of the resulting implied equity values by the number of fully diluted outstanding shares of SDPI Common Stock as of March 5, 2024, calculated on a treasury stock method basis (excluding the dilutive impact of any outstanding stock options) as provided by management of SDPI and approved for Piper Sandler’s use by management of SDPI, to derive (i) the corresponding implied prices per share of SDPI Common Stock, rounded to the nearest $0.01, and (ii) the corresponding implied exchange ratios, rounded to the neared 0.001.

Piper Sandler then compared the implied prices per share of SDPI Common Stock and the implied exchange ratios (calculated, in each case, using the Mean and Median of the respective multiple) to the Merger Consideration to be paid in the First Merger to the Unaffiliated Holders (other than DTI and its affiliates, if any) for their shares of SDPI Common Stock (other than Dissenting Shares) pursuant to the terms of the Merger Agreement.

Discounted Cash Flow Analyses – SDPI Standalone Analyses

Piper Sandler conducted a discounted cash flow analysis to calculate an estimated fully diluted price per share of SDPI Common Stock on a standalone basis. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by an asset and taking into consideration the time value of money with respect to such future cash flows by calculating their present value. Unlevered free cash flow refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. The current value of the future cash flows generated by an asset obtained by discounting those future cash flows back to the present, using an appropriate discount rate, is referred to herein as the “present value.” The present value of all future cash flows generated by an asset for periods beyond the projections period is referred to herein as the “terminal value.”

Piper Sandler first calculated the unlevered free cash flows that SDPI is expected to generate during fiscal years 2024 through 2028, based upon financial projections provided by management of SDPI, and approved for

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Piper Sandler’s use by management of SDPI, and as set forth in this proxy statement/prospectus under the heading, “– Certain Prospective Financial Information of SDPI.” Piper Sandler then calculated a range of terminal values for SDPI by applying terminal exit multiples, ranging from 3.0x to 5.0x, to SDPI’s projected EBITDA for calendar year 2028, which multiples were selected by Piper Sandler based on the implied exit multiples of the Selected Precedent Transactions, as well as Piper Sandler’s industry experience and professional judgment. The unlevered free cash flows and the range of terminal values were then discounted to present values using discount rates ranging from 19.1% to 23.1% of the weighted average cost of capital of SDPI, which range of discount rates was selected by Piper Sandler using its industry experience and professional judgment. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for SDPI’s Net Debt as of December 31, 2023 and the valuation of its net operating loss carryforward, as set forth on SDPI’s balance sheet dated December 31, 2023, filed by SDPI in its Form 10-K as of such date, and divided by the number of fully diluted shares of SDPI Common Stock outstanding as of March 5, 2024, calculated on a treasury stock method basis (excluding the dilutive impact of any outstanding stock options), as provided by management of SDPI and approved for Piper Sandler’s use by management of SDPI.

Based on the results of this analysis, Piper Sandler calculated an implied price per share of SDPI Common Stock, rounded to the nearest $0.01, of $1.52 to $2.14 (the “SDPI DCF Low Value” and the “SDPI DCF High Value”, respectively). Piper Sandler then used the results of the foregoing analysis, together with the results of the discounted cash flow analysis for DTI (as described below), to calculate a range of implied exchange ratios, rounded to the neared 0.001, of 0.163 to 0.374, the lower value of which was calculated by dividing SDPI DCF High Value by the DTI DCF Low Value, and the higher value of which was calculated by dividing SDPI DCF Low Value by the DTI DCF High Value.

Piper Sandler then compared the range of implied prices per share of SDPI Common Stock and the implied exchange ratios to the Merger Consideration to be paid in the First Merger to the Unaffiliated Holders (other than DTI and its affiliates, if any) for their shares of SDPI Common Stock (other than Dissenting Shares) pursuant to the terms of the Merger Agreement.

Discounted Cash Flow Analyses – DTI Standalone Analyses

Piper Sandler conducted a discounted cash flow analysis to calculate an estimated fully diluted price per share of DTI Common Stock on a standalone basis. Piper Sandler first calculated the unlevered free cash flows that DTI is expected to generate during fiscal years 2024 and 2025 based upon the financial projections provided by management of DTI, as modified by management of SDPI, and approved for Piper Sandler’s use by management of SDPI. Piper Sandler then calculated a range of terminal values for DTI by applying terminal exit multiples, ranging from 3.0x to 5.0x, to DTI’s projected EBITDA for calendar year 2025, which multiples were selected by Piper Sandler based on the implied exit multiples of the Selected Precedent Transactions, as well as Piper Sandler’s industry experience and professional judgment. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 14.2% to 18.2% of the weighted average cost of capital of DTI, which range of discount rates was selected by Piper Sandler using its industry experience and professional judgment,. The present value of the unlevered free cash flows and the range of terminal values were then adjusted for DTI’s Net Debt as of December 31, 2023 and divided by the number of fully diluted outstanding shares of DTI as of November 14, 2023 (based on DTI’s Form 10-Q filed as of such date; provided, however, that the total number of options used to determine the number of fully diluted outstanding shares was based on the number of options to acquire shares of DTI Common Stock that were outstanding as of February 19, 2024, as provided by management of DTI for use by Piper Sandler).

Based on the results of this analysis, Piper Sandler calculated a range of implied prices per share of DTI Common Stock, rounded to the nearest $0.01, of $5.71 to $9.36 (the “DTI DCF Low Value” and the “DTI DCF High Value”, respectively). Piper Sandler then used the results of the foregoing analysis, together with the results of the discounted cash flow analysis for SDPI (as described above), to calculate a range of implied exchange ratios, rounded to the neared 0.001, of 0.163 to 0.374, the lower value of which was calculated by dividing SDPI

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DCF Low Value by the DTI DCF High Value, and the higher value of which was calculated by dividing SDPI DCF High Value by the by the DTI DCF Low Value.

Piper Sandler then compared the range of the implied prices per share of DTI Common Stock to the market price of DTI Common Stock as of March 5, 2024 (the last trading day before the announcement of the Merger), and compared the range of the implied exchange ratios to the market exchange ratio, equal to the price per share of SDPI Common Stock divided by the market price of DTI Common Stock, in each case as of March 5, 2024 (the last trading day before the announcement of the Merger).

Other Information

Piper Sandler also noted for the SDPI Special Committee the following additional information that was not relied upon by Piper Sandler in rendering the Piper Sandler Opinion, but was provided for informational purposes.

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a financial opinion is not readily susceptible to summary description. In arriving at the Piper Sandler Opinion, Piper Sandler did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Piper Sandler made its determination as to fairness on the basis of its experience and professional judgment, after considering the results of all of the analyses.

Piper Sandler’s financial analyses and the Piper Sandler Opinion were only one of many factors taken into consideration by the SDPI Special Committee in its evaluation of the Merger. Consequently, the analyses described above should not be viewed as determinative of the views of the SDPI Special Committee, the SDPI Board or management of SDPI with respect to the Merger Consideration or as to whether the SDPI Special Committee would have been willing to determine that a different consideration was fair. The consideration for the Merger was determined through arm’s-length negotiations between the SDPI Special Committee and DTI and was approved by the SDPI Special Committee and the SDPI Board. Piper Sandler provided advice to the SDPI Special Committee during these negotiations. Piper Sandler did not, however, recommend any specific amount of consideration to the SDPI Special Committee or the SDPI Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

The SDPI Special Committee selected Piper Sandler as its financial advisor in connection with the Merger based on, among other factors, its qualifications, professional reputation and industry expertise. Piper Sandler is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger.

In connection with Piper Sandler’s services as the financial advisor to the SDPI Special Committee, SDPI agreed to pay Piper Sandler a fee of $2,000,000, which is payable contingent upon consummation of the Merger. SDPI also agreed to pay Piper Sandler a fee of $1,000,000, which was earned by Piper Sandler upon delivery of the Piper Sandler Opinion and which is not contingent upon consummation of the Merger or the conclusions reached in the Piper Sandler Opinion. Fifty percent (50%) of the $1,000,000 fairness opinion fee is creditable against the $2,000,000 Merger consummation fee. SDPI also agreed to indemnify Piper Sandler against certain liabilities and reimburse Piper Sandler for certain expenses in connection with Piper Sandler’s services.

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Piper Sandler is a securities firm engaged in securities trading and brokerage activities and providing investment banking and financial advisory services. Piper Sandler has, in the past, provided financial advisory and financing services to SDPI. During the two-year period ended March 4, 2024, based solely on Piper Sandler’s books and records, the investment banking business of Piper Sandler has not been engaged by SDPI or its affiliates to provide financial advisory services for which Piper Sandler has received any compensation. Piper Sandler may, in the future, provide investment banking and financial advisory services to SDPI or DTI (and any of their affiliates) for which Piper Sandler would expect to receive compensation. In addition, in the ordinary course of its business, Piper Sandler and its affiliates may actively trade securities of SDPI or DTI for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Furthermore, as the SDPI Special Committee was aware during Piper Sandler’s engagement as financial advisor to the SDPI Special Committee, Piper Sandler was concurrently engaged, through a separate deal team, as a sell-side financial advisor to a private company which DTI acquired in late March 2024, for which Piper Sandler ultimately received fees for the rendering of such services. In addition, as the SDPI Special Committee was also aware during Piper Sandler’s engagement as financial advisor to the SDPI Special Committee, in the ordinary course of Piper Sandler’s business, a separate deal team (which, pursuant to Piper Sandler’s technological information barriers, has had no access to, nor has it received from the deal team working on the Merger, any confidential information with respect to any discussions between SDPI and DTI related to the process leading to the Merger) was, during the SDPI sale process, in discussions with DTI that may result, but have not, as of the date hereof, in Piper Sandler being engaged by DTI as a financial advisor to assist DTI to acquire businesses other than SDPI, in the future. During the two-year period ended March 4, 2024, based solely on Piper Sandler’s books and records, the investment banking business of Piper Sandler has not been engaged by DTI, Mr. or Mrs. Meiers, or any of their respective affiliates, to provide financial advisory services for which Piper Sandler has received any compensation.

The Piper Sandler Opinion may not be published without the prior written consent of Piper Sandler, which consent was obtained for the purposes of the inclusion of the Piper Sandler Opinion and the summary thereof in this proxy statement/prospectus.

Consistent with applicable legal and regulatory requirements, Piper Sandler has adopted policies and procedures to establish and maintain the independence of Piper Sandler’s research department and personnel. As a result, Piper Sandler’s research analysts may hold opinions, make statements or investment recommendations and/or publish research reports with respect to the Merger and other participants in the Merger that differ from the opinions of Piper Sandler’s investment banking personnel.

Plans for SDPI After the Merger

Following the consummation of the Merger, it is anticipated that SDPI’s successor, Merger Sub II, will continue to conduct its operations and business substantially as they are currently conducted, except that SDPI will be a wholly owned subsidiary of DTI and integrated into DTI’s corporate organization. In accordance with the Merger Agreement, the SDPI Common Stock will be delisted from the NYSEA and deregistered under the Exchange Act. The deregistration of the SDPI Common Stock under the Exchange Act would suspend SDPI’s obligations to file reports under Section 15(d) of the Exchange Act.

As of the date of this proxy statement/prospectus, other than the Merger, DTI has no current plans, proposals, or negotiations which would relate to or result in an extraordinary transaction involving SDPI’s business or management, such as a merger, reorganization, liquidation, relocation of any operations, or sale or transfer of a material amount of assets, or the incurrence of any indebtedness. Following the Merger, DTI will continuously evaluate and review SDPI’s business and operations and may propose or develop new plans and proposals which it considers to be in the best interests of DTI and its stockholders, including engaging in acquisitions of new businesses or assets, dispositions of existing businesses or assets, the movement of businesses or assets within the DTI corporate structure, the alternation of the mix of assets held by SDPI, or any of the types of extraordinary transactions described above.

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Certain Effects of the Merger

On March 6, 2024, DTI, SDPI, Merger Sub I, and Merger Sub II entered into the Merger Agreement, pursuant to which Merger Sub I will be merged with an into SDPI (the “First Merger”), with SDPI continuing as the surviving corporation, (ii) SDPI will be merged with and into Merger Sub II, with Merger Sub II continuing as the surviving limited liability company, with all of the property, rights, powers, privileges and franchise of SDPI and the Surviving Entity vested in the Surviving Entity as a wholly owned subsidiary of DTI.

As of July 2, 2024, DTI directly owned 1,244,100 shares of SDPI Common Stock, representing approximately 4.1% of the issued and outstanding shares of SDPI Common Stock.

If the Merger is completed, (i) Merger Sub II will become a wholly owned subsidiary of DTI, (ii) the SDPI Stockholders will no longer have an equity interest in SDPI, (iii) the SDPI Common Stock will no longer be listed on Nasdaq, (iv) SDPI will commence the suspension and termination of the registration of the SDPI Common Stock with the SEC, and (v) the shares of SDPI Common Stock owned by DTI and its subsidiaries immediately prior to the First Effective Time will remain outstanding as equity interests in the Surviving Company.

SDPI’s net book value (calculated as total assets minus total liabilities) as of December 31, 2023 was approximately $16,654,808, and SDPI’s net income attributable to the holders of SDPI Common Stock for the year ended December 31, 2023 was approximately $7,436,808. As of July 2, 2024, DTI owned 1,224,100 shares of SDPI Common Stock, representing an effective beneficial ownership by DTI of approximately 4.1% of SDPI’s net book value, as well as an effective beneficial ownership by DTI attributable to approximately 4.1% of SDPI’s net income attributable to holders of SDPI Common Stock, and the Supporting Shareholders owned 12,844,427 shares of SDPI Common Stock, representing an effective beneficial ownership by the Supporting Shareholders of approximately 42.3% of SDPI’s net book value, as well as an effective beneficial ownership by Supporting Shareholders attributable to approximately 42.3% of SDPI’s net income attributable to holders of SDPI Common Stock. DTI will be entitled to any future increase in SDPI’s value and all income generated by SDPI’s operations going forward.

Governance of SDPI After the Merger

Following the consummation of the Merger, SDPI’s successor, Merger Sub II, will be a wholly owned subsidiary of DTI and will exist as a limited liability company formed under the laws of the State of Delaware. The current SDPI Board will resign and the executive officers of SDPI are not expected to continue in their respective positions following the Merger. The SDPI Charter and SDPI Bylaws will be replaced by the certificate of formation and limited liability company agreement of Merger Sub II following the consummation of the Merger.

Interests of DTI Directors and Officers in the Merger

The directors and executive officers of DTI prior to the Merger are expected to continue as directors and executive officers of DTI after the Merger. None of the directors and officers of DTI beneficially own any shares of SDPI Common Stock.

None of the executive officers (including the named executive officers) or directors of DTI are entitled to any compensation from DTI as a result of any agreement or understanding between such executive officer or director, as applicable, and DTI, nor is any compensation item for the DTI executive officers or directors enhanced by the occurrence of the Merger.

For historical compensation information required to be disclosed by Item 402 of Regulation S-K for each DTI named executive officer or director that is expected to continue providing services as a part of the management team following the Merger, please see “Important Information Regarding DTI” in this proxy statement/prospectus.

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Interests of SDPI Directors and Officers in the Merger

In considering the recommendations of the SDPI Special Committee and the SDPI Board, SDPI Stockholders should be aware that some of the executive officers and directors of SDPI and certain members of the SDPI Special Committee have interests in the Merger, including financial interests, which may be different from, or in addition to, the interests of the other SDPI Stockholders generally. The SDPI Special Committee and the SDPI Board were aware of and considered these interests, among other matters, in evaluating the Merger Agreement, in approving the Merger Agreement, and in determining to recommend that SDPI Stockholders approve the proposals presented at the SDPI Special Meeting, other than the matters described below under “—Potential DTI Employment of G. Troy Meier and Annette Meier; Treatment of Tronco Note,” the terms of which (if any) were not agreed to at the time of the actions taken by the SDPI Special Committee or the SDPI Board to adopt the Merger Agreement and approve the Merger.

The executive officers of SDPI prior to the Merger are not expected to continue as officers of SDPI or the Surviving Entity after the Merger. Each of the members of the SDPI Board is expected to resign in connection with the Merger. None of the directors and officers of SDPI beneficially own any shares of DTI Common Stock.

The amounts described below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement, and do not reflect certain compensation actions that may occur before the consummation of the Merger. As a result, the actual amounts, if any, to be received by the executive officers and non-employee directors may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar.

Potential DTI Employment of G. Troy Meier and Annette Meier following the Merger; Treatment of Tronco Note

DTI, G. Troy Meier, and Annette Meier have held discussions regarding the potential employment by DTI of G. Troy Meier and Annette Meier following consummation of the Merger. In addition, DTI and Mr. and Mrs. Meier have discussed the treatment of the Tronco Note (which is described under “Important Information Regarding SDPI—SDPI Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Party Note Receivable”). As of the date of this proxy statement/prospectus, no definitive terms or agreements have been reached between DTI and Mr. and Mrs. Meiers on these matters.

Treatment of SDPI Equity Awards

For a discussion of the treatment of SDPI equity awards in connection with the Merger, see “The Merger Agreement—Treatment of SDPI Equity Awards.”

The table below sets forth certain information (without subtraction of applicable withholding taxes) of the SDPI equity awards for which vesting will be accelerated in connection with the Merger, assuming a Merger closing date of April 30, 2024.

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Golden Parachute Compensation

This section sets forth information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer of SDPI that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the Merger-related compensation payable to SDPI’s named executive officers. The Merger-related compensation payable to these individuals is the subject of a non-binding, advisory vote of SDPI Stockholders, as described below in the section “Proposal 2—Non-Binding Advisory Vote on Merger Compensation Proposal.”

The estimated value of the payments and benefits that SDPI’s named executive officers will receive in connection with the Merger is quantified below in accordance with Item 402(t) of Regulation S-K. The estimated values are based on (i) an assumption that the consummation of the Merger occurs on April 30, 2024 (the latest practicable date determined in accordance with Item 402(t) of Regulation S-K); (ii) the Merger Consideration; (iii) salary levels as of the date of this proxy statement/prospectus; (iv) the number of unvested Company equity awards held by the named executive officers as of the date of this proxy statement/prospectus, assuming a Merger closing date of April 30, 2024; and (v) termination of each named executive officer’s employment by SDPI after the consummation of the Merger.

Depending on when the Merger occurs, certain SDPI equity awards that would be unvested as of April 30, 2024 and included in the table below may vest independently of the Merger pursuant to their terms based on continued service with SDPI. In addition, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement/prospectus, and do not reflect any compensation actions that may occur before the consummation of the Merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar.

The table below quantifies the estimated value of the accelerated vesting of SDPI equity awards held by each named executive officer based on an assumed Merger closing date of April 30, 2024 and the value of the cash severance that would be payable to each named executive officer assuming each individual’s employment is terminated by SDPI immediately following the consummation of the Merger and on the assumed Merger closing date of April 30, 2024.

Golden Parachute Compensation

Indemnification; Directors and Officers Insurance

Each of the members of the SDPI Board and executive officers of SDPI will have continued indemnification and insurance coverage for their actions as directors and executive officers of SDPI for a period of six years after

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the Effective Time of the Merger, as described under “The Merger Agreement—Indemnification; Directors and Officers Insurance.”

The members of the SDPI Board that were appointed to the SDPI Special Committee did not receive any additional compensation for the services on the SDPI Special Committee.

None of the directors and officers of SDPI beneficially own any shares of DTI Common Stock.

Certain Related Party Agreements between DTI and Other Filing Parties

SDPI and DTI entered into to a vendor agreement, dated October 28, 2013 (the “Vendor Agreement”) and a distribution agreement, dated May 12, 2016 (the “Distribution Agreement”) pursuant to which DTI purchased SDPI’s Drill-N-Ream tool for its rental tool business. SDPI received revenue from DTI for tool sales, tool repairs, and a royalty fee based on tool usage. The Distribution Agreement subsequently expired at the end of its five-year term in May of 2021. Pursuant to the Vendor Agreement, DTI was required to achieve certain market share requirements in order to maintain exclusive marketing rights for the Drill-N-Ream in the U.S. and Canada, both onshore and offshore. DTI did not achieve market share goals in 2017, and, as a result, no longer has exclusive rights to market the Drill-N-Ream. SDPI and DTI currently have no agreements in place. Substantially all of SDPI’s revenue is derived from refurbishing PDC for DTI and other customers of SDPI when SDPI sells the Drill-N-Ream tool, repairs drilling bits and the Drill-N-Ream tool, and earns royalty on its customer’s rentals of the Drill-N-Ream tool to the end user.

Regulatory Approvals

DTI and SDPI must comply with applicable federal and state securities laws and the rules and regulations of Nasdaq and the NYSEA, respectively, in connection with the issuance of shares of DTI Common Stock to SDPI Stockholders in connection with the transactions contemplated by the Merger Agreement and the filing of the proxy statement/prospectus with the SEC.

At any time before or after the consummation of the Merger, the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice, or other competition authorities or others could take action under antitrust laws with respect t the Merger, including seeking to enjoin consummation of the Merger or to condition approval of the Merger, or to impose restrictions on DTI or its subsidiaries that would apply after the consummation of the Merger. Private parties may also bring objections or legal actions under antitrust laws under certain circumstances.

DTI and SDPI are not currently aware of any other material governmental approvals, consents, registrations, permits, expirations or termination of waiting periods, authorizations or other confirmations that are required prior to the parties’ completion of the Merger other than those described above. If additional approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations, and other confirmations are required to complete the Merger, DTI and SDPI intend to seek such approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations, and other confirmations. The receipt of regulatory approvals is a condition to the obligation of each of DTI and SDPI to complete the Merger.

Accounting Treatment of the Merger

In accordance with current accounting guidance, the Merger will be accounted for using the acquisition method. As a result, the recorded assets and liabilities of DTI will be carried forward at their recorded amounts, the historical operating results of DTI will be unchanged for the prior periods being reported on, and the assets and liabilities of SDPI will be adjusted to their respective estimated fair values at the closing date of the Merger. In addition, all identified intangible assets of SDPI will be recorded at estimated fair value and included as part of the net assets acquired. Any excess of the purchase price, consisting of (a) the number of shares of DTI Common

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Stock to be issued to former SDPI Stockholders, option holders, and holders of restricted stock unit awards, performance share awards, or restricted stock awards, as applicable, at fair value, plus the cash consideration derived from the remaining shares, over (b) the fair value of net assets acquired including identified intangible assets of SDPI on the closing date of the Merger, will be accounted for as goodwill. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. Identified finite life intangible assets will be amortized over their estimated lives. Further, the acquisition method of accounting will result in the operating results of SDPI being included in the operating results of DTI beginning on the closing date of the Merger.

Delisting and Deregistration of SDPI Common Stock

If the Merger is completed, shares of SDPI Common Stock will no longer be listed on the NYSEA and will be deregistered under the Exchange Act. If the Merger is not completed, the shares of SDPI Common Stock will continue to trade on the NYSEA and SDPI will continue to file reports under the Exchange Act.

Litigation Related to the Merger

As of the date of this proxy statement/prospectus, neither SDPI nor DTI is aware of any legal proceedings related to the Merger Agreement or the transactions contemplated thereby being instituted.

Availability of Documents

The reports and opinions referenced in “Special Factors” beginning on page 25 of this proxy statement/prospectus will be made available for inspection and copying at the principal executive officers of SDPI during its regular business hours by an interested SDPI Stockholders or representatives who have been designated in writing, and copies may be obtained by requesting them in writing or by telephone from SDPI at the address provided in the section entitled “Where You Can Find More Information” beginning on page 243 of this proxy statement/prospectus, which is incorporated herein by reference.

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RISK FACTORS

In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to vote for the approval of the applicable proposals described in this proxy statement/prospectus. In addition, you should read and carefully consider the risks associated with each of DTI and SDPI and their respective businesses. These risks can be found in DTI’s and SDPI’s respective Annual Reports on Form 10-K for the year ended December 31, 2023, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. For further information regarding the documents incorporated into this proxy statement/prospectus by reference, please see the section titled “Where You Can Find More Information” beginning on page 243. Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described in the documents incorporated by reference could have a material adverse effect on DTI’s, SDPI’s, or the combined organization’s businesses, financial condition, cash flows and results of operations and could result in a decline in the trading prices of the DTI Common Stock or the SDPI Common Stock.

Risks Related to the Merger

The Merger is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the Merger, or significant delays in completing the Merger, could negatively affect the trading prices of DTI Common Stock and SDPI Common Stock.

The completion of the Merger is not assured and is subject to certain risks, some of which are beyond the parties’ control, including the risk that certain conditions of the Merger Agreement are not satisfied or waived, which may prevent, delay or otherwise result in the Merger not occurring. These conditions include, among other things, SDPI stockholder approval of the Merger Agreement. DTI and SDPI cannot predict with certainty whether and when any of these conditions will be satisfied. Failure to complete, or significant delays in completing, the Merger could negatively affect the trading prices of DTI Common Stock and SDPI Common Stock. See “The Merger Agreement—Conditions to the Merger.”

DTI and SDPI will each be subject to business uncertainties while the Merger is pending, which could adversely affect their respective businesses.

Uncertainty about the effect of the Merger on the business relationships or commercial arrangements for the companies that do business with DTI and SDPI may have an adverse effect on DTI’s and SDPI’s respective businesses. These uncertainties may impair the ability of both DTI and SDPI to attract, retain and motivate key personnel until the Merger is completed and for a period of time thereafter, and could cause those that transact with DTI and SDPI to seek to change their existing business relationships.

If the Merger is approved by the SDPI Stockholders, the date that SDPI Stockholders will receive the Merger Consideration is dependent on the completion date of the Merger, which is uncertain.

As described in this proxy statement/prospectus, completing the proposed Merger is subject to several conditions, not all of which are controllable by DTI or SDPI. Accordingly, if the proposed Merger is approved by the SDPI Stockholders, the date that SDPI Stockholders will receive the Merger Consideration depends on the completion date of the Merger, which is uncertain and subject to several other closing conditions.

The Merger Agreement limits SDPI’s ability to pursue alternatives to the Merger, which may discourage other companies from making a favorable alternative transaction proposal.

Under the Merger Agreement, SDPI is subject to customary “no-shop” restrictions on SDPI’s ability to solicit alternative acquisition proposal, to furnish information, and to participate in discussion or negotiations

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with third parties regarding any alternative transaction proposals, subject to a customary “fiduciary out” provision which allows SDPI, under certain specified circumstances to furnish information to, and participate in discussions with, third parties with respect to an unsolicited, written acquisition proposal from another third party if the SDPI Special Committee of the SDPI Board, or the SDPI Board (acting on the SDPI Special Committee’s recommendation) determines, in good faith, after consultation with its financial advisors and outside legal counsel, that such alternative acquisition proposal either (i) constitutes a superior proposal or (ii) would reasonably be expected to lead to a superior proposal, and that failure to engage in negotiations or discussions with such third parties would be inconsistent with its fiduciary duties. A termination fee is payable by SDPI to DTI for accepting a superior proposal under the terms of the Merger Agreement. The SDPI Special Committee and the SDPI Board, based on the SDPI Special Committee’s recommendation, have recommended that the SDPI Stockholders vote in favor of the Merger Agreement and the Merger.

DTI and SDPI may incur substantial transaction-related costs in connection with the Merger.

DTI and SDPI expect to incur substantial nonrecurring expenses in connection with completing the Merger, including fees paid to legal, financial and accounting advisors, filing fees, proxy solicitation costs and printing costs. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Pursuant to the Merger Agreement, all fees and expenses incurred in connection with the Transactions will be paid by the respective party incurring such fees and expenses.

If the Merger Agreement is terminated, under certain circumstances, SDPI may be obligated to pay DTI a termination fee.

Upon termination of the Merger Agreement under certain circumstances, including to enter into a superior acquisition proposal, SDPI may be obligated to pay DTI a termination fee of $987,715.77 in cash. See “The Merger Agreement—Termination.” Payment of such amount would have a material impact on SDPI’s financial condition and results of operations.

DTI and SDPI may in the future be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the closing of the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the relevant merger or seek monetary relief. DTI and SDPI may in the future be defendants in one or more lawsuits relating to or arising out of the Merger Agreement and the Merger. DTI and SDPI cannot predict the outcome of these lawsuits, or others, nor can either company predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation surrounding the Merger could delay or prevent its consummation. In addition, the costs of defending the litigation, even if resolved in DTI’s and SDPI’s favor, could be substantial, and such litigation could divert management time and resources of DTI and SDPI from pursuing the consummation of the Merger and other potentially beneficial business opportunities.

SDPI Stockholders are entitled to dissenters’ rights in connection with the Merger.

Under Utah law, holders of SDPI Common Stock may dissent from the First Merger and have the fair value of their shares paid to them in cash. For more information regarding dissenters’ rights, see the section entitled “Dissenters’ Rights” on page 235. A copy of Part 13 of the UBCA is attached as Annex C to this proxy statement/prospectus.

Certain executive officers and directors of DTI and SDPI have interests in the Merger that are different from, or in addition to, the interests they may have as a DTI stockholder and SDPI stockholder, respectively, which could have an influence on their decision to support or approve the Merger.

Certain executive officers and directors of SDPI own equity interests in SDPI, receive fees and other compensation from SDPI, and have rights to ongoing indemnification and insurance coverage by SDPI (as

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executives and, in the case of G. Troy Meier, as a director of SDPI) and SDPI and will have rights to indemnification and insurance coverage by the Surviving Entity, with respect to SDPI’s existing directors’ and officers’ liability insurance policy, that give them interests in the Merger that may be different from, or be in addition to, interests of the SDPI Stockholders.

These different interests are described in “Special Factors—Interests of SDPI Directors and Officer in the Merger” and “Special Factors—Interests of DTI Directors and Officers in the Merger.”

The opinion of Piper Sandler speaks only as of the date rendered, based upon the information available to Piper Sandler and the facts and circumstances as they existed and were subject to evaluation as of the date of such opinion, which is also the date on which the Merger Agreement was signed, and will not reflect changes in circumstances between the date of such opinion and the closing date of the Merger.

The SDPI Special Committee received an opinion from its financial advisor, Piper Sandler, prior to the SDPI Special Committee’s approval and recommendation to the SDPI Board, with respect to the signing of the Merger Agreement, which opinion was based upon the information available to Piper Sandler and the facts and circumstances existing at that time, but the SDPI Special Committee has not received an updated opinion from Piper Sandler as of the date of this proxy statement/prospectus. Changes in the operations and prospects of DTI and SDPI, general market and economic conditions and other factors that may be beyond the control of DTI or SDPI may significantly alter the value of DTI and/or SDPI or the prices of DTI Common Stock or SDPI Common Stock by the time the Merger is completed. The Piper Sandler Opinion speaks only as of the date rendered and, accordingly, does not address the fairness of the Merger Consideration from a financial point of view as of any date other than the date of such opinion, including the date upon which the Merger may be completed. Because the SDPI Special Committee does not currently anticipate asking Piper Sandler to update its opinion, the Piper Sandler opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the First Merger is completed. For a description of the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Piper Sandler in preparing its opinion, see the section entitled “Special Factors—Opinion of Piper Sandler ” A copy of the opinion of Piper Sandler is attached as Annex B to this proxy statement/prospectus.

Financial projections by SDPI may not prove to be reflective of actual future results.

In connection with the Merger, SDPI management prepared and considered, among other things, internal financial forecasts for SDPI. These forecasts speak only as of the date made and will not be updated. These financial projections were not provided with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. In addition, the failure of businesses to achieve projected results could have a material adverse effect on the share price of DTI Common Stock and on DTI’s financial position.

Risks Related to an Investment in DTI Common Stock

Shares of DTI Common Stock to be received by SDPI Stockholders as a result of the Merger have different rights from SDPI Common Stock.

Following completion of the Merger, SDPI Stockholders will no longer hold shares of SDPI Common Stock, but will instead be DTI Stockholders. There are important differences between the rights of the SDPI Stockholders and the rights of the DTI Stockholders. The SDPI Stockholders that elect or receive Stock Election Consideration will own DTI Common Stock following the completion of the Merger, and their rights associated with the DTI Common Stock will be governed by the DTI Charter, the DTI Bylaws and the DGCL, which differ in a number of respects from the SDPI Charter, SDPI Bylaws, and the UBCA. See “Comparison of the Rights of the DTI Stockholders and the SDPI Stockholders.”

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The market value of the DTI Common Stock could decline if large amounts of such DTI Common Stock are sold following the Merger and the market value of DTI Common Stock could also decline as a result of issuances and sales of shares of DTI Common Stock other than in connection with the Merger.

Following completion of the Merger, SDPI Stockholders will no longer hold SDPI Common Stock, and will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. Current DTI Stockholders and former SDPI Stockholders may not wish to continue to invest in the combined company, or may wish to reduce their investment in the combined company, in order to comply with institutional investing guidelines, to increase diversification or to track any rebalancing of stock indices in which DTI Common Stock or SDPI Common Stock are or were included. If, following the completion of the Merger, large amounts of DTI Common Stock are sold, the price of DTI Common Stock could decline.

Furthermore, DTI cannot predict the effect that issuances and sales of shares of DTI Common Stock, whether taking place before completion of the Merger (subject to the limitations of the Merger Agreement) or after completion of the Merger, including issuances and sales in connection with capital markets transactions, acquisition transactions or other transactions, may have on the market value of DTI Common Stock. The issuance and sale of substantial amounts of DTI Common Stock could adversely affect its market value.

DTI may not achieve the intended benefits of the Merger, and the Merger may disrupt its current plans or operations.

There can be no assurance that DTI will be able to realize the expected benefits of the Merger (including related synergies). The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the Merger.

Tax Risks Related to the Merger and the Ownership of DTI Common Stock Received in the Merger

In addition to reading the following risk factors, you are urged to read the section “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the expected U.S. federal income tax consequences of the Merger and owning and disposing of DTI Common Stock received in the Merger.

The Merger will be a taxable transaction and, accordingly, the resulting tax liability of a SDPI stockholder, if any, will depend on the SDPI stockholder’s particular situation. The tax liability of a SDPI stockholder as a result of the Merger could be more than expected.

The receipt of DTI Common Stock and cash in exchange for SDPI Common Stock pursuant to the Merger Agreement will be a taxable transaction for U.S. federal income tax purposes. Accordingly, as a result of the Merger, a SDPI stockholder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between such SDPI stockholder’s amount realized and the SDPI stockholder’s adjusted tax basis in their SDPI Common Stock. The amount of gain or loss recognized by each SDPI stockholder in the Merger will vary depending on each SDPI stockholder’s particular situation, including the value of the shares of DTI Common Stock and the amount of cash received by each SDPI stockholder in the Merger, the adjusted tax basis of the SDPI Common Stock exchanged by each SDPI stockholder in the Merger, and the amount of any suspended passive losses that may be available to a particular SDPI stockholder to offset a portion of the gain recognized by the SDPI stockholder.

Because the value of any DTI Common Stock received in the Merger will not be known until the Effective Time, a SDPI stockholder will not be able to determine its amount realized, and therefore its taxable gain or loss, until such time. Furthermore, a portion of the amount realized in the Merger, which amount could be substantial, will be separately computed and taxed as ordinary income or loss to the extent attributable to “unrealized receivables,” including depreciation recapture, or “inventory items” owned by SDPI and its subsidiaries.

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For a more complete discussion of U.S. federal income tax consequences of the Merger, see “Material U.S. Federal Income Tax Consequences of the Merger.”

Risks Related to DTI’s Business

Demand for DTI’s products and services depends on oil and gas industry activity and customer expenditure levels, which are directly affected by trends in the demand for, and price of, crude oil and natural gas as well as the availability of capital.

Demand for DTI’s products and services depends primarily upon the general level of activity in the oil and gas industry, including the number of drilling rigs in operation, the number of oil and gas wells being drilled, the depth and drilling conditions of these wells, the volume of production, the number of well completions and the cumulative feet drilled, the level of well remediation activity, and the corresponding capital spending by oil and gas companies. Oil and gas activity is in turn heavily influenced by, among other factors, current and anticipated oil and natural gas prices locally and worldwide. Historically, such prices have been volatile, and declines, whether actual or anticipated, thereof could negatively affect the level of oil and gas activity and related capital spending. Decreases in oil and gas activity and related capital spending could, in turn, adversely affect demand for DTI’s products and services and, in certain instances, result in the cancellation, modification or curtailing of demand for DTI’s services and the ability of its customers to pay for products and services. These factors could have an adverse effect on DTI’s business, results of operations, financial condition and cash flows.

Factors affecting the prices of oil and natural gas include, but are not limited to, the following:

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The oil and gas industry is cyclical and has historically experienced periodic downturns. These downturns have been characterized by diminished demand for DTI’s products and services and downward pressure on the prices it charges. 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 its business, results of operations and cash flows.

Customer expenditure levels could also drop if DTI’s customers face difficulty in accessing capital. If commodity prices drop, its customers may face liquidity constraints and the deterioration of their respective credit worthiness. Moreover, its customers may have limited viable financing alternatives in light of unfavorable lending and investment policies held by financial institutions associated with concerns about environmental impacts of the oil and gas industry or its products. Similarly, certain institutional investors have divested themselves of investments in this industry. If any of its customers experience any of these challenges, they may reduce spending, which could adversely affect its business, results of operations and cash flows.

Growth in U.S. drilling activity, and DTI’s ability to benefit from such growth, could be adversely affected by any significant constraints in equipment, labor or takeaway capacity in the regions in which it operates.

Growth in U.S. drilling activity may be impacted by, among other things, the availability and cost of drilling equipment, pipeline capacity, and material and labor shortages. Significant growth in drilling activity could strain availability of the equipment, materials and labor required to drill and complete a well, together with the ability to move the produced oil and natural gas to market. Should significant constraints develop that materially impact the efficiency and economics of oil and gas producers, growth in U.S. drilling activity could be adversely affected. This would have an adverse impact on the demand for the products DTI sells and rents, which could have a material adverse effect on its business, results of operations and cash flows.

DTI depends on a relatively small number of customers in a single industry. The loss of an important customer could adversely affect DTI’s business, results of operations and financial condition.

DTI’s customers are primarily diversified OFS companies and E&P operators. Historically, DTI has been dependent on a relatively small number of customers for its revenues. During the years ended December 31, 2023 and 2022, 28.2% and 27.6%, respectively, of its total revenue was earned from its two largest customers. DTI’s business, results of operations and financial condition could be materially adversely affected if an important customer ceases to engage us for its services on favorable terms, or at all, or fails to pay or delays paying significant amounts of its outstanding receivables.

DTI has operated under a first call supply agreement with its largest customer since 2013. DTI and this customer have agreed to multiple extensions of this agreement, the most recent of which extends the agreement until February 28, 2025. However, if DTI is unable to successfully negotiate extensions in the future, then its ability to do business with this customer may be greatly reduced. Moreover, the supply agreements that DTI has entered into with its other customers are also of limited duration and require periodic extensions. Similarly, a failure to agree to such extensions may hinder its ability to do business with these customers.

Additionally, the E&P industry is characterized by frequent consolidation activity. Changes in ownership of its customers may result in the loss of, or reduction in, business from those customers. Moreover, customers may use

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their size and purchasing power to seek economies of scale and pricing concessions. Consolidation may also result in reduced capital spending by some of its customers, which may lead to a decreased demand for its services and equipment. DTI cannot assure you that it will be able to maintain its level of sales to a customer that has consolidated or replace that revenue with increased business activity with other customers. As a result, the acquisition of one or more of its primary customers may have a significant negative impact on its business, results of operations, financial condition or cash flows. DTI is unable to predict what effect consolidations in the industry may have on price, capital spending by its customers, its market share and selling strategies, its competitive position, its ability to retain customers or its ability to negotiate favorable agreements with its customers.

DTI may be unable to employ a sufficient number of skilled and qualified workers to sustain or expand its current operations.

The delivery of its products and services requires personnel with specialized skills and experience. DTI’s ability to be productive and profitable will depend upon its ability to attract and retain skilled workers. In addition, its ability to expand operations depends in part on its 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 its industry could result in increases in the wage rates that DTI must pay. Throughout 2021 and 2022, its expenses related to salaries and wages increased materially, especially those expenses related to certain key oil and gas producing regions, as DTI sought to meet increasing customer demand. During the year ended December 31, 2023, DTI experienced similar increases. If DTI is not able to employ and retain skilled workers, its ability to respond quickly to customer demands or strong market conditions may inhibit our growth, which could have a material adverse effect on its business, results of operations and cash flows.

DTI’s business depends on the continuing services of certain of its key managers and employees.

DTI depends on key personnel. The loss of key personnel could adversely impact its business if DTI is unable to implement strategy and successfully manage the business in their absence. The loss of qualified employees or an inability to retain and motivate additional highly-skilled employees required for the operation and expansion of its business could hinder the ability to successfully maintain and expand its market share.

Equity interests in DTI are a substantial portion of the net worth of executive officers and several of DTI’s other senior managers. As a result, those executive officers and senior managers may have less incentive to remain employed by DTI if they were to sell their equity interests. After terminating their employment with DTI, some of them may become employed by its competitors.

DTI is 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.

DTI is an “emerging growth company” as defined in the Jumpstart Out Business Startups Act of 2012 (“JOBS Act”). DTI will remain an emerging growth company until the earlier of (i) December 31, 2026, the last day of the fiscal year following the fifth anniversary of the date of the ROC initial public offering; (ii) the last day of the fiscal year in which it has total annual gross revenues of $1.235 billion or more; (iii) the date on which it has issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which it is deemed to be a large accelerated filer under applicable Securities and Exchange Commission (“SEC”) rules.

DTI expects that it will remain an emerging growth company for the foreseeable future but cannot retain it emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before December 31, 2026. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

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For so long as DTI remains an emerging growth company, DTI is permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

Additionally, as an emerging growth company and smaller reporting company, DTI’s status as such carries various unique risks such as the risk that its financial statements may not be comparable to those of other public companies, and the risk that it will not be required to provide an assessment of the effectiveness of its internal controls over financial reporting until its second annual report following its initial public offering.

For as long as DTI continues to be an emerging growth company, DTI expects that it will take advantage of the reduced disclosure obligations available to it as a result of that classification. DTI has 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.

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. DTI has elected to avail itself of this extended transition period and, as a result, DTI will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

DTI is also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act, and has elected to take advantage of certain of the scaled disclosure available for smaller reporting companies.

The lack of availability of the tools DTI purchases to rent to customers and inflation may increase its cost of operations beyond what can be recovered through price increases.

DTI’s ability to source tools, such as drill collars, stabilizers, crossover subs, wellbore conditioning tools, drill pipe, hevi-wate drill pipe and tubing, at reasonable cost is critical to its ability to successfully compete. Due to a shortage of steel caused primarily by production disruptions during the COVID-19 pandemic and increased demand as economies rebounded, steel and assembled component prices have been and continue to be elevated. DTI’s business and results of operations may be adversely affected by its inability to manage rising costs and the availability of the tools that it rents to 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. DTI cannot assure you that it will be able to continue to purchase and move these tools on a timely basis or at commercially viable prices, nor can it be certain of the impact of changes to tariffs and future legislation that may impact trade with China or other countries. Should the current suppliers be unable to provide the

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necessary tools or otherwise fail to deliver such tools timely and in the quantities required, resulting delays in the provision of rentals to its customers could have a material adverse effect on the business, results of operations and cash flows.

The United States has recently experienced the highest inflation in decades primarily due to supply-chain issues, a shortage of labor and a build-up of demand for goods and services. The most noticeable adverse impact to the business has been increased freight, materials and vehicle-related costs as well as higher salaries and wages. To date, DTI does not believe that inflation has had a material impact on financial condition or results of operations because of the ability to increase the prices received from customers. DTI cannot be sure how long elevated inflation rates will continue. DTI cannot be confident that all costs will return to the lower levels experienced in prior years even as the rate of inflation abates. The business and results of operations may be adversely affected by these rising costs to the extent DTI is unable to recoup them from customers.

Delays in obtaining, or inability to obtain or renew, permits or authorizations by customers for their operations could impair DTI’s business.

DTI’s customers are required to obtain permits or authorizations from one or more governmental agencies or other third parties to perform drilling and completion activities, including hydraulic fracturing. Such permits or approvals are typically required by state agencies but can also be required by federal and local governmental agencies or other third parties. The requirements for such permits or authorizations vary depending on the location where such drilling and completion activities will be conducted. As with most permitting and authorization processes, there is a degree of uncertainty as to whether a permit will be granted, the time it will take for a permit or approval to be issued and the conditions which may be imposed in connection with the granting of the permit. In some jurisdictions, certain regulatory authorities have delayed or suspended the issuance of permits or authorizations while the potential environmental impacts associated with issuing such permits can be studied and appropriate mitigation measures evaluated.

In Texas, rural water districts have begun to impose restrictions on water use and may require permits for water used in drilling and completion activities. In addition, in January 2021, President Biden indefinitely suspended new oil and natural gas leases on public lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and gas permitting and leasing practices. Although the moratorium was enjoined nationwide in June 2021, and again in August 2022 after the U.S. Court of Appeals for the Fifth Circuit vacated the June 2021 injunction, the Biden Administration may take further actions to limit new oil and natural gas leases.

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.

Competition within the oil and gas drilling tool rental industry may adversely affect DTI’s ability to market its services.

The oil and gas drilling tool rental tool industry is highly competitive and fragmented. The number of rental tool companies active in a given market may exceed the corresponding demand therefor, which could result in active price competition. Some oil and gas drilling companies prioritize rental prices when choosing to contract with a rental tool company, which may further increase competition based primarily on price. In addition, adverse market conditions lower demand for drilling equipment, which results in excess equipment and lower utilization rates. If market conditions in DTI’s operating areas deteriorate from current levels or if adverse market

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conditions persist, the prices it is able to charge and utilization rates may decline. Moreover, its customers may choose to purchase some or all of the tools that they typically rent from DTI, thereby reducing the volume of business with such customers. Any significant future increase in overall market capacity for the rental equipment or services that DTI offers could adversely affect its business, results of operations and cash flows.

DTI may fail to fully execute, integrate, or realize the benefits expected from acquisitions, which may require significant management attention, disrupt its business and adversely affect the results of operations.

As part of its business strategy and to remain competitive, DTI continually evaluates acquiring or making investments in complementary companies, products or technologies. DTI may not be able to find suitable acquisition candidates or complete such acquisitions on favorable terms. DTI may incur significant expenses, divert employee and management time and attention from other business-related tasks and our organic strategy and incur other unanticipated complications while engaging with potential target companies where no transaction is eventually completed.

If DTI does complete acquisitions, it may not ultimately strengthen its competitive position or achieve its goals or expected growth, and any acquisitions completed could be viewed negatively by customers, or it could experience unexpected competition from market participants. Any integration process may require significant time and resources. DTI may not be able to manage the process successfully and may experience a decline in profitability as expenses are incurred prior to fully realizing the benefits of the acquisition. DTI could also expend significant cash and incur acquisition related costs and other unanticipated liabilities associated with the acquisition, the product or the technology, such as contractual obligations, potential security vulnerabilities of the acquired company and its products and services and potential intellectual property infringement. In addition, any acquired technology or product may not comply with legal or regulatory requirements and may cause exposure to regulatory risk and require additional investments to make them compliant.

DTI may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges and tax liabilities. DTI 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 the business and results of operations.

New technology may cause DTI to become less competitive.

New technology that enhances the functionality, performance reliability and design of downhole drilling tools currently on the market may become prevalent in the OFS industry. DTI may face difficulty obtaining these new tools for the purpose of renting them to its customers. Although DTI believes its fleet of rental equipment currently gives it a competitive advantage, if competitors develop fleets that are more technically advanced than DTI’s, it may lose market share or be placed at a competitive disadvantage. Further, DTI may face competitive pressure to acquire certain new tools at a substantial cost. Some competitors have greater financial, technical and personnel resources that may allow them to enjoy various competitive advantages in the acquisition of new tools. DTI cannot be certain that it will be able to continue to acquire new tools or convert existing tools to meet new performance requirements. Such an inability may have a material adverse effect on the business, results of operations and cash flows, including a reduction in the value of assets, and the rates that may be charged for their rental.

DTI rents tools used in the drilling of oil and gas wells. This equipment may subject DTI to liability, including claims for personal injury, property damage and environmental contamination, or reputational harm if it fails to perform to specifications.

DTI rents tools used in oil and gas exploration, development and production. Some of these tools are designed to operate in high-temperature and/or high-pressure environments, and some tools are designed for use in hydraulic fracturing operations. Because of applications to which the tools are exposed, particularly those involving high pressure environments, a failure of such tools, or a failure of the customers to maintain or operate the tools

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properly, could cause damage to the tools, damage to the property of customers and others, personal injury and environmental contamination and could lead to a variety of claims against DTI or reputational harm that could have an adverse effect on the business, results of operations and cash flows.

We indemnify customers against certain claims and liabilities resulting or arising from the provision of goods or services to them. In addition, DTI relies on customer indemnifications, generally, and third-party insurance as part of its risk mitigation strategy. However, the insurance may not be adequate to cover liabilities. In addition, customers may be unable to satisfy indemnification claims against them. Further, insurance companies may refuse to honor their policies, or insurance may not generally be available in the future, or if available, premiums may not be commercially justifiable. DTI could incur substantial liabilities and damages that are either not covered by insurance or that are in excess of policy limits, or incur liability at a time when it is not able to obtain liability insurance. Such potential liabilities could have a material adverse effect on the business, results of operations and cash flows.

DTI’s operations, and those of its customers, are subject to hazards inherent in the oil and gas industry, which could expose DTI, and its customers, to substantial liability and cause it to lose substantial revenue.

Risks inherent in the industry include the risks of equipment defects, installation errors, the presence of multiple contractors at the wellsite over which DTI has no control, vehicle accidents, fires, explosions, blowouts, surface cratering, uncontrollable flows of gas or well fluids, pipe or pipeline failures, abnormally pressured formations and various environmental hazards such as oil spills and releases of, and exposure to, hazardous substances. For example, the operations are subject to risks associated with hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives. Both DTI and its customers are subject to these risks.

The occurrence of any of these events could result in substantial losses to DTI or to its 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.

Should these risks materialize for DTI, customers may elect not to rent its tools or utilize its services if they view DTI’s environmental or safety record as unacceptable, which could cause a loss of customers and substantial revenues. Should these risks materialize for the customers, they may also suffer similar negative consequences with respect to their own customers and clients. If this were to happen, the customers may no longer be in a position to do business with DTI, thereby adversely affecting the business, results of operations and cash flows.

DTI’s insurance may not be adequate to cover all losses or liabilities it may suffer. Also, insurance may no longer be available, or its availability may be at premium levels that do not justify its purchase. The occurrence of a significant uninsured claim, a claim in excess of the insurance coverage limits maintained by DTI or a claim at a time when DTI is not able to obtain liability insurance could have a material adverse effect on the ability to conduct normal business operations and on the business, results of operations, financial condition and cash flows. In addition, DTI may not be able to secure additional insurance or bonding that might be required by new governmental regulations. This may cause DTI to restrict its operations, which might severely impact the business, results of operations and cash flows.

Oilfield anti-indemnity provisions enacted by many states may restrict or prohibit a party’s indemnification of DTI.

DTI typically enters into agreements with its customers governing the provision of its services, which usually include certain indemnification provisions for losses resulting from operations. Such agreements may require

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each party to indemnify the other against certain claims regardless of the negligence or other fault of the indemnified party. However, many states place limitations on contractual indemnity agreements, particularly agreements that indemnify a party against the consequences of its own negligence. Furthermore, certain states, including Louisiana, New Mexico, Texas and Wyoming, have enacted statutes generally referred to as “oilfield anti-indemnity acts” expressly prohibiting certain indemnity agreements contained in or related to OFS agreements. Such oilfield anti-indemnity acts may restrict or void a party’s indemnification of DTI, which could have a material adverse effect on the business, results of operations and cash flows.

Restrictive covenants in the Credit Facility Agreement could limit DTI’s growth and its ability to finance operations, fund capital needs, respond to changing conditions and engage in other business activities that may be in DTI’s 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 June 20, 2023 (“Credit Facility Agreement”) imposes operating and financial restrictions. These restrictions limit the ability to, among other things, subject to permitted exceptions:

The restrictions contained in the Credit Facility Agreement could:

The Credit Facility Agreement requires compliance with a specified financial ratio. The ability to comply with this ratio may be affected by events beyond DTI’s 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 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 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.

DTI may incur indebtedness to execute its long-term growth strategy, which may reduce profitability.

Maintaining a relevant rental fleet requires significant capital. DTI may require additional capital in the future to maintain and refresh the fleet. For the years ended December 31, 2023 and 2022, DTI spent $44 million, and $25 million, respectively, to purchase property, plant and equipment. Historically, DTI has financed these investments through cash flows from operations and external borrowings. These sources of capital may not be

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available in the future. If DTI is unable to fund capital expenditures for any reason, it may not be able to capture available growth opportunities or effectively maintain existing assets and any such failure could have a material adverse effect on the business, results of operations and financial condition. If DTI incur’s additional indebtedness, profitability may be reduced.

Political, regulatory, economic and social disruptions in the countries in which DTI conducts business could adversely affect the business or results of operations.

In addition to facilities in the United States, DTI operates stocking points in Scotland and Germany and facilities in Canada and the United Arab Emirates. Additionally, DTI rents downhole drilling tools in Ukraine to Ukraine-based directional drilling companies and drilling contractors through Denimex, which acts as its representative in Ukraine. Instability and unforeseen changes in any of the markets in which DTI conducts business could have an adverse effect on the demand for, or supply of, the products that it rents and the services that it provides, which in turn could have an adverse effect on the business, results of operations and cash flows. These factors include, but are not limited to:

DTI may not be able to manage our growth successfully.

The growth of DTI’s operations will depend upon its ability to expand the customer base in existing markets and to enter new markets in a timely manner at reasonable costs, organically or through acquisitions. In order for DTI to recover expenses incurred in entering new markets and obtaining new customers, it must attract and retain customers on economic terms and for extended periods. Customer growth depends on several factors outside of DTI’s control, including economic and demographic conditions, such as population changes, job and income growth, housing starts, new business formation and the overall level of economic activity. DTI may experience difficulty managing growth, integrating new customers and employees, and complying with applicable regulations. Expanding operations also may require continued development of operating and financial controls and may place additional stress on management and operational resources. DTI may be unable to manage growth and development successfully.

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A failure of DTI’s information technology infrastructure and cyberattacks could adversely impact us.

DTI depends on its IT systems, in particular COMPASS, for the efficient operation of its business. Accordingly, DTI relies upon the capacity, reliability and security of its IT hardware and software infrastructure and its ability to expand and update this infrastructure in response to changing needs. Despite the implementation of security measures, the systems are vulnerable to damage from computer viruses, natural disasters, incursions by intruders or hackers, failures in hardware or software, power fluctuations, cyber terrorists and other similar disruptions. Moreover, DTI cannot guarantee that COMPASS, or features thereof, are not the protected intellectual property of third parties. If this is the case, these third parties may seek to protect their respective intellectual property rights, thereby hindering, or completely eliminating, the ability to use COMPASS and leverage its benefits.

Additionally, DTI relies on third parties to support the operation of the IT hardware and software infrastructure, and in certain instances, utilize web-based applications. DTI also provides proprietary and client data to certain third parties, and such third parties may be the subject of IT failures or cyberattacks. The failure of the IT systems or those of vendors or third parties to whom it discloses certain information to perform as anticipated for any reason or any significant breach of security could disrupt the business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, inappropriate disclosure of confidential and proprietary information, reputational harm, increased overhead costs and loss of important information, which could have a material adverse effect on the business and results of operations. In addition, DTI may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

DTI’s results of operations and financial condition could be negatively impacted by changes in accounting principles.

The accounting for DTI’s business is subject to change based on the evolution of its business model, interpretations of relevant accounting principles, enforcement of existing or new regulations, and changes in policies, rules, regulations, and interpretations of accounting and financial reporting requirements of the SEC or other regulatory agencies. Adoption of a change in accounting principles or interpretations could have a significant effect on DTI’s reported results of operations and could affect the reporting of transactions completed before the adoption of such change. It is difficult to predict the impact of future changes to accounting principles and accounting policies over financial reporting, any of which could adversely affect the results of operations and financial condition and could require significant investment in systems and personnel.

Adverse and unusual weather conditions may affect operations.

Operations may be materially affected by severe weather conditions in areas where DTI operates. Severe weather, such as hurricanes, high winds and seas, blizzards and extreme temperatures may cause evacuation of personnel, curtailment of services and suspension of operations, inability to deliver tools to customers in accordance with contract schedules and loss of or damage to tools and facilities. In addition, variations from normal weather patterns can have a significant impact on demand for oil and natural gas, thereby reducing demand for DTI’s tools and services.

Risks Related to DTI’s Legal and Regulatory Matters

DTI’s operations require it to comply with various domestic and international regulations, violations of which could have a material adverse effect on the business, results of operations, financial condition and cash flows.

DTI is 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. They may be adopted, enacted, amended, enforced or interpreted in such a manner that the incremental cost of compliance could adversely impact the business, results of operations and cash flows.

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In addition to U.S. operations, DTI operates stocking points in Scotland and Germany and facilities in Canada and the United Arab Emirates. Additionally, DTI rents downhole drilling tools in Ukraine to Ukraine-based directional drilling companies and drilling contractors through Denimex, which acts as DTI’s representative in Ukraine. The operations outside of the United States require DTI to comply with numerous anti-bribery and anti-corruption regulations. The U.S. Foreign Corrupt Practices Act, among others, applies to DTI and its operations. DTI’s policies, procedures and programs may not always protect it from reckless or criminal acts committed by employees or agents, and severe criminal or civil sanctions may be imposed as a result of violations of these laws. DTI is also subject to the risks that employees and agents outside of the United States may fail to comply with applicable laws.

In addition, DTI purchases tools for use in the United States, Canada, the United Kingdom, Germany, the United Arab Emirates and Ukraine for use in such countries. Most movement of these tools involves imports and exports. As a result, compliance with multiple trade sanctions, embargoes and import/export laws and regulations pose a constant challenge and risk since a portion of the business is conducted outside of the United States through subsidiaries. Failure to comply with these laws and regulations could materially affect the business, results of operations and cash flows.

Compliance with environmental laws and regulations may adversely affect business and results of operations.

Environmental laws and regulations in the United States and foreign countries affect the services DTI provides and the equipment it rents and services, as well as the facilities it operates. Such laws and regulations also impact the oil and gas industry more broadly, thereby impacting demand for DTI’s products and equipment. For example, DTI may be affected by such laws as the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Clean Air Act and the Occupational Safety and Health Act of 1970. Further, its customers may be subject to a range of laws and regulations governing hydraulic fracturing, drilling and greenhouse gas emissions.

DTI is required to invest financial and managerial resources to comply with environmental laws and regulations and believe that it will continue to be required to do so in the future. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial and mitigation obligations, and the issuance of orders enjoining operations. These laws and regulations, as well as the finalizing of other new laws and regulations affecting DTI’s operations or the exploration and production and transportation of crude oil and natural gas by customers, could adversely affect the business and operating results by increasing the costs of compliance and costs of doing business for customers, limiting the demand for products and services, or restricting operations. Increased regulation or a move away from the use of fossil fuels caused by additional regulation could also reduce demand for products and services.

Existing or future laws and regulations related to greenhouse gases and climate change and related public and governmental initiatives and additional compliance obligations could have a material adverse effect on business, results of operations, prospects, and financial condition.

Changes in environmental requirements related to greenhouse gas emissions, climate change, or alternative energy sources may negatively impact demand for 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. In January 2021, the Acting Secretary of the Department of the Interior issued an order suspending new leasing and drilling permits for fossil fuel production on federal lands and waters for 60 days. President Biden then issued an executive order indefinitely suspending new oil and natural gas leases on public lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and gas permitting and leasing practices. Several states filed lawsuits challenging the suspension and in June 2021, a judge in the U.S. District Court for the Western District of Louisiana issued a nationwide temporary injunction blocking the suspension. The Department of the Interior successfully appealed the U.S. District Court’s ruling in August 2022, but the moratorium was again

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enjoined that month. However, the Biden Administration may take further actions to limit new oil and natural gas leases. Further, to the extent that the Department of Interior’s report or other initiatives to reform federal leasing practices result in the development of additional restrictions on drilling, limitations on the availability of leases, or restrictions on the ability to obtain required permits, it could impact customers’ opportunities and reduce demand for DTI’s products and services in the aforementioned areas.

Federal, state and local agencies continue to evaluate climate-related legislation and other regulatory initiatives that would restrict emissions of greenhouse gases in areas in which DTI conducts business. For example, the United States Environmental Protection Agency has proposed new methane emissions regulations for certain oil and gas facilities, while the Inflation Reduction Act of 2022 established a charge on methane emissions above certain limits from such facilities. Because the business depends on the level of activity in the oil and gas industry, existing or future laws and regulations related to greenhouse gases could have a negative impact on business if such laws or regulations reduce demand for oil and natural gas. Likewise, such laws or regulations may result in additional compliance obligations with respect to the release, capture, sequestration and use of greenhouse gases. These additional obligations could increase costs and have a material adverse effect on business, results of operations, prospects and financial condition.

Many of DTI’s customers utilize hydraulic fracturing in their operations. Environmental concerns have been raised regarding the potential impact of hydraulic fracturing on underground water supplies and seismic activity. These concerns have led to several regulatory and governmental initiatives in the United States to restrict the hydraulic fracturing process, which could have an adverse impact on our customers’ production activities. Although DTI does not conduct hydraulic fracturing, increased regulation and attention given to the hydraulic fracturing process could lead to greater opposition to oil and gas production activities using hydraulic fracturing techniques. In December 2021, the Texas Railroad Commission, which regulates the state’s oil and gas industry, suspended the use of deep wastewater disposal wells in four oil-producing counties in West Texas. The suspension is intended to mitigate earthquakes thought to be caused by the injection of waste fluids, including saltwater, that are a byproduct of hydraulic fracturing into disposal wells. The ban will require oil and gas production companies to find other options to handle the wastewater, which may include piping or trucking it longer distances to other locations not under the ban. The finalization of new laws or regulations at the federal, state, local or foreign level imposing reporting obligations on, or otherwise limiting, delaying or banning, the hydraulic fracturing process or other processes on which hydraulic fracturing and subsequent hydrocarbon production relies, such as water disposal, could make it more difficult to complete oil and natural gas wells. Further, it could increase customers’ costs of compliance and doing business, and otherwise adversely affect the hydraulic fracturing services they perform, which could negatively impact demand for DTI’s products.

Increasing attention by the public and government agencies to climate change and Environmental, Social and Governance (“ESG”) matters could also negatively impact demand for DTI’s products and services and the products of its oil and gas producing customers. In recent years, increasing attention has been given to corporate activities related to ESG in public discourse and the investment community. A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including through the investment and voting practices of investment advisers, public pension funds, universities and other members of the investing community. These activities include increasing attention and demands for action related to climate change and energy rebalancing matters, such as promoting the use of substitutes to fossil fuel products and encouraging the divestment of fossil fuel equities, as well as pressuring lenders and other financial services companies to limit or curtail activities with fossil fuel companies. If this were to continue, it could have a material adverse effect on the valuation of the Common Stock and DTI’s ability to access equity capital markets.

In addition, DTI’s business could be impacted by initiatives to address greenhouse gases and climate change and incentives to conserve energy or use alternative energy sources. For example, the Inflation Reduction Act of 2022, signed into law by President Biden in August 2022, includes financial and other incentives to increase wind and solar electric generation and encourage consumers to use these alternative energy sources. Additional

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similar state or federal initiatives to incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing demand for DTI’s products and services and negatively impacting business.

Changes in tax laws or tax rates, adverse positions taken by taxing authorities and tax audits could impact DTI’s operating results.

DTI is subject to the jurisdiction of numerous domestic and foreign taxing authorities. Changes in tax laws or tax rates, the resolution of tax assessments or audits by various tax authorities could impact operating results. In addition, DTI may periodically restructure its legal entity organization. If taxing authorities were to disagree with DTI’s tax positions in connection with any such restructurings, its effective income tax rate could be impacted. The final determination of income tax liabilities involves the interpretation of local tax laws, tax treaties and related authorities in each taxing jurisdiction, as well as the significant use of estimates and assumptions regarding future operations and results and the timing of income and expenses. DTI may be audited and receive tax assessments from taxing authorities that may result in assessment of additional taxes that are ultimately resolved with the authorities or through the courts. DTI believes these assessments may occasionally be based on erroneous and even arbitrary interpretations of local tax law. Resolution of any tax matter involves uncertainties and there are no assurances that the outcomes will be favorable. If U.S. or foreign tax authorities change applicable tax laws, DTI’s overall taxes could increase, and the business, financial condition or results of operating may be adversely impacted.

If DTI is unable to fully protect our intellectual property rights or trade secrets, it may suffer a loss in revenue or any competitive advantage or market share it hold, or it may incur costs in litigation defending intellectual property rights.

While DTI has some patents and others pending, it does not have patents relating to many of its key processes and technology. If DTI is not able to maintain the confidentiality of its trade secrets, or if its competitors are able to replicate its technology or services, its competitive advantage would be diminished. DTI also cannot provide any assurance that any patents it may obtain in the future would provide it with any significant commercial benefit or would allow it to prevent ur competitors from employing comparable technologies or processes. DTI may initiate litigation from time to time to protect and enforce intellectual property rights. In any such litigation, a defendant may assert that DTI’s intellectual property rights are invalid or unenforceable. Third parties from time to time may also initiate litigation against DTI by asserting that its businesses infringe, impair, misappropriate, dilute or otherwise violate another party’s intellectual property rights. DTI may not prevail in any such litigation, and the intellectual property rights may be found invalid or unenforceable or the products and services may be found to infringe, impair, misappropriate, dilute or otherwise violate the intellectual property rights of others. The results or costs of any such litigation may have an adverse effect on business, results of operations and financial condition. Any litigation concerning intellectual property could be protracted and costly, is inherently unpredictable and could have an adverse effect on business, regardless of its outcome.

Moreover, third parties on whom DTI relies for certain tools may be subject to litigation to defend their intellectual property rights. If such litigation ends adversely for the third party with whom DTI deals, its ability to obtain such tools could be significantly limited or restricted. This could have a material adverse effect on business.

As a result of plans to expand business operations, including to jurisdictions in which tax laws may not be favorable, DTI’s obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect after-tax profitability and financial results.

DTI’s effective tax rates may fluctuate widely in the future, particularly if its business expands domestically or internationally. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. generally accepted accounting principles (“GAAP”), changes in deferred tax

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assets and liabilities, or changes in tax laws. Factors that could materially affect DTI’s future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of the business.

Additionally, DTI is subject to significant income, withholding, and other tax obligations in the United States and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. DTI’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, and (i) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on DTI’s after-tax profitability and financial condition. Additionally, the Internal Revenue Service (“IRS”) and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with DTI’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If DTI does not prevail in any such disagreements, profitability may be affected.

DTI’s after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

Risks Related to SDPI’s Business and Industry

Unless otherwise indicated or the context otherwise requires, all references in this “Risks Related to SDPI’s Business and Industry” to “SDPI” and other similar terms refer to Superior Drilling Products, Inc. and its subsidiaries prior to the consummation of the Merger, which will be the business of DTI and its consolidated subsidiaries after giving effect to the Merger.

A decline in expenditures by the oil and gas industry could impact SDPI’s revenue and income and result in an impairment of its assets.

SDPI’s business depends upon the condition of the oil and gas industry and, in particular, the willingness of oil and gas companies to make capital expenditures on exploration and development, drilling and production operations. The level of capital expenditures is generally dependent on the prevailing view of future oil and gas prices, which are influenced by numerous factors affecting the supply and demand for oil and gas, including:

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SDPI expects continued volatility in both crude oil and natural gas prices, as well as in the level of drilling and production related activities. Even during periods of high prices for oil and natural gas, companies exploring for oil and gas may cancel or curtail programs, seek to renegotiate contract terms, including the price of our products and services, or reduce their levels of capital expenditures for exploration and production for a variety of reasons. These risks are greater during periods of low or declining commodity prices. Continued significant or prolonged declines in hydrocarbon prices have had, and may continue to have, a material adverse effect on the results of operations.

There may be significant annual and quarterly fluctuations in SDPI’s operating results.

Significant annual and quarterly fluctuations in SDPI’s results of operations may be caused by, among other factors, the volume of revenue, the timing of new product or service announcements, releases by SDPI and its competitors in the marketplace of new products or services, and seasonality and general economic conditions. SDPI’s revenue could also be impacted by inflationary and/or recessionary factors relating to the oil and gas industry that may directly affect its operations or the Russia – Ukraine conflict. There can be no assurance that the level of revenue achieved by SDPI in any particular fiscal period will not be significantly lower than in other comparable fiscal periods. SDPI believes quarter-to-quarter comparisons of its revenue and operating results are not necessarily meaningful and should not be relied on as indicators of future performance. SDPI’s operating expenses are relatively fixed in the short term and are based on management’s expectations of future revenue. As a result, if future revenue is below expectations, net income or loss may be disproportionately affected by a reduction in revenue, as any corresponding reduction in expenses may not be proportionate to the reduction in revenue.

SDPI’s customer base is concentrated and the loss of, or nonperformance by, one or more of its significant customers could cause revenue to decline substantially.

SDPI has two large customers that comprised 85% of total revenue in 2023 and 88% in 2022. It is likely that SDPI will continue to derive a significant portion of revenue from a relatively small number of customers in the future. If a major customer decided not to continue to use SDPI’s services or has a significant reduction in its business, revenue would decline, and operating results and financial condition could be harmed. In addition, SDPI is subject to credit risk due to the concentration of its customer base. Any increase in the non-payment of and non-performance by its counterparties, either as a result of changes in financial and economic conditions or otherwise, could have a material effect on its business, results of operations and financial condition and could adversely affect its liquidity.

SDPI must continue to develop new technologies, methodologies and products on a timely and cost-effective basis to satisfy the needs of its customers.

The drilling industry is driven primarily by cost minimization, and SDPI’s strategy is aimed at reducing drilling costs through the application of new drill bit assembly and drill string tool technologies. SDPI’s

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continued success will depend on its ability to meet its customers’ changing needs, on a timely and cost-effective basis, by successfully enhancing its current products and processes; developing, producing and marketing new products and processes; and responding to evolving industry standards and other technological changes.

SDPI cannot assure you that its products will be able to satisfy the specifications of its customers or that it will be able to perform the testing necessary to prove that the product specifications are satisfied in the future, or that the costs of modifications to its products to satisfy their requirements will not adversely affect the results of operations. SDPI believes its Strider technology for horizontal drilling offers advantages compared to competition, but failure to meet customer’s demand for services may adversely affect the business. SDPI may encounter resource constraints, competition, or other difficulties that may delay its ability to expand its bit remanufacturing services to the level desired or required by customers. If its products are unable to satisfy such requirements, or SDPI is unable to perform any required testing, its customers may cancel their contracts and/or seek new suppliers, and the business, results of operations, cash flows or financial position may be adversely affected.

SDPI’s related party transactions with the Meiers and their affiliated entities may cause conflicts of interests that may adversely affect the company.

SDPI has entered into, and may, in the future, enter into various transactions and agreements with the Meiers and their affiliated entities. SDPI believes that the transactions and agreements that SDPI has entered into with the Meiers are on terms that are at least as favorable as could reasonably have been obtained at such time from third parties. However, these relationships could create, or appear to create potential conflicts of interest when the board of directors is faced with decisions that could have different implications for SDPI and the Meiers or their affiliates. The appearance of conflicts, even if such conflicts do not materialize, might adversely affect the public’s perception of SDPI, as well as its relationship with other companies and its ability to enter into new relationships in the future, which may have a material adverse effect on the ability to do business.

SDPI’s customers’ industries are undergoing continuing consolidation that may impact the results of operations.

The oil and gas industry is rapidly consolidating and, as a result, some of SDPI’s largest end users of its product have consolidated and are using their size and purchasing power to seek economies of scale and pricing concessions. This consolidation may result in reduced capital spending by some of SDPI’s customers or the acquisition of one or more of its primary customers, which may lead to decreased demand for its products and services. SDPI cannot assure you that it will be able to maintain its level of sales to a customer that has consolidated or replace that revenue with increased business activity with other customers. As a result, the acquisition of one or more of SDPI’s primary customers, such as Baker Hughes and DTI, may have a significant negative impact on its results of operations, financial position or cash flows. SDPI is unable to predict what effect consolidations in the industry may have on price, capital spending by customers, market share and selling strategies, its competitive position, the ability to retain customers or its ability to negotiate favorable agreements with customers.

SDPI may be unable to successfully compete with other manufacturers of drilling equipment.

Several of SDPI’s competitors are diversified multinational companies with substantially larger operating staffs and greater capital resources than SDPI and which have been engaged in the manufacturing business for a much longer time. If these competitors substantially increase the resources they devote to developing and marketing competitive products and services, SDPI may not be able to compete effectively. Similarly, consolidation among competitors could enhance their competing market share, product and service offerings and financial resources, further intensifying competition.

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SDPI is dependent on key personnel who may be difficult to replace.

SDPI’s success is dependent to a significant degree upon the business expertise and continued contributions of the founders and senior management team. In particular, SDPI is dependent upon the efforts and services of its founders, Mr. Troy Meier, its Chairman and Chief Executive Officer (“CEO”), and Ms. Annette Meier, its President and Chief Operating Officer (“COO”), because of their knowledge, experience, skills, and relationships with major clients and the other members of the management team. SDPI’s future success also depends on its ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, marketing and customer service personnel. Competition for such personnel in is intense, and SDPI cannot assure you that it will be able to successfully attract, integrate or retain sufficiently qualified personnel. SDPI’s inability to retain these types of individuals could have a material adverse effect on its business, results of operations and financial condition.

Increases in the cost of raw materials used in SDPI’s manufacturing processes could negatively impact its profitability.

SDPI relies on the availability of volume and quality of synthetic diamond cutters for drill bit refurbishment and manufacturing and for its drill string tool manufacturing business. In addition, it must have a reliable source of steel available for manufacturing which is both of sufficient quality, and available at a cost-effective price. SDPI does not have fixed price contracts or arrangements for all of the raw materials and other supplies that it purchases. Baker Hughes provides the diamond cutters for SDPI’s drill bit refurbishment. However, sourcing cost-effective supplies of quality steel in the relatively low volumes that SDPI’s tool manufacturing requires can be challenging. Shortages of, and price increases for, steel and other raw materials and supplies that used in SDPI’s business may occur. Future shortages or price fluctuations in synthetic diamond cutters or steel could have a material adverse effect on the ability to conduct either drill bit refurbishment or drill tool manufacturing in a timely and cost-effective manner.

SDPI depends on third-party suppliers for timely deliveries of raw materials, and the results of operations could be adversely affected if SDPI is unable to obtain adequate supplies in a timely manner.

SDPI’s manufacturing operations depend upon obtaining adequate supplies of raw materials from third parties. Events beyond its control may impact the ability of these third parties to deliver raw materials. Any interruption in the supply of raw materials needed to manufacture products could adversely affect its business, results of operations and reputation with its customers.

SDPI may be unable to maintain adequate liquidity and make payments on its debt.

At December 31, 2023, SDPI had working capital of approximately $4,939,000. Its principal uses of cash are operating expenses, working capital requirements, capital expenditures and debt service payments. SDPI’s operational and financial strategies include lowering operating costs and capital spending to match revenue trends, managing working capital and debt to enhance liquidity.

While SDPI believes that its borrowing capacity and cash generated from operations will be sufficient to fund operations for 2023, its operational and financial strategies include managing operating costs, working capital and debt to enhance liquidity. SDPI expects to be cash flow positive in 2024. If it is unable to do this, it may not be able to, among other things, (i) maintain the current general and administrative spending levels; (ii) fund certain obligations as they become due; and (iii) respond to competitive pressures or unanticipated capital requirements. SDPI cannot provide any assurance that financing will be available to it in the future on acceptable terms.

SDPI’s Loan Agreement with Vast Bank provides a Revolving Line that allows it to borrow the lesser of $750,000 or the borrowing base, which is currently 50% of eligible inventory as calculated under the Loan

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Agreement. If SDPI is unable to make required payments under the Loan Agreement, it would be in default thereunder, which would permit the holders of the indebtedness to accelerate the maturity thereof, unless SDPI is able to obtain, on a timely basis, a necessary waiver or amendment. Any waiver or amendment may require SDPI to revise the terms of the Loan Agreement which could increase the cost of its borrowings, require the payment of additional fees, and adversely impact the results of its operations. Upon the occurrence of any event of default that is not waived, the lenders could elect to exercise any of their available remedies, which include the right to not lend any additional amounts or, in the event SDPI has outstanding indebtedness under the Loan Agreement, to declare any outstanding indebtedness, together which any accrued interest and other fees, to be immediately due and payable. If SDPI is unable to repay the outstanding indebtedness, if any, under the Loan Agreement when due, the lenders would be permitted to proceed against their collateral, and this could have a material adverse effect on its business and financial condition.

SDPI may be exposed to unforeseen risks in its product manufacturing and processes which could adversely affect its financial conditions and results of operations.

SDPI operates its business from its Vernal, Utah headquarters. A natural disaster, extended utility failure or other significant event at its facility could significantly affect its ability to manufacture sufficient quantities of key products or otherwise deliver products to meet customer demand or contractual requirements which may result in a loss of revenue and other adverse business consequences. In addition, the equipment and management systems necessary for its operations are subject to wear and tear, break down and obsolescence, which could cause them to perform poorly or fail, resulting in fluctuations in manufacturing efficiencies and production costs. Significant manufacturing fluctuations may affect SDPI’s ability to deliver products to its customers on a timely basis and it may suffer financial penalties and a diminution of commercial reputation and future product orders. Additionally, some of the business may in the future be conducted under fixed price contracts. Fluctuations in the manufacturing process, or inaccurate estimates and assumptions used in pricing contracts, even if due to factors out of SDPI’s control, may result in cost overruns which it may be required to absorb. Any shut down of its manufacturing facility, reductions in the manufacturing process or efficiency, or cost overruns could adversely affect the business, financial condition and results of operations.

SDPI may be unable to employ enough skilled and qualified workers to sustain or expand current operations.

SDPI’s operations require personnel with specialized skills and experience. The supply of skilled and experienced personnel may not be sufficient to meet current or expected demand. Any significant increase in the wages paid by competing employers could result in a reduction of skilled labor force, increases in the wage rates that SDPI must pay, or both. If any of these events were to occur, SDPI’s capacity could be diminished, the ability to respond quickly to customer demands or strong market conditions may be inhibited and its growth potential impaired, any of which could have a material adverse effect on the business, financial condition and results of operations.

If SDPI is not able to manage its growth strategy successfully, its business, and results of operations may be adversely affected.

SDPI’s growth strategy includes acquisitions and the development and implementation of new product designs and improvements, which presents numerous managerial, administrative, operational, and other challenges. SDPI’s ability to manage the growth of its operations will depend on its ability to develop systems and services and related technologies to meet evolving industry requirements and at prices acceptable to its customers to compete in the industry in which it operates. SDPI’s ability to compete effectively will also depend on its ability to continue to obtain patents on its proprietary technology and products. Although SDPI does not consider any single patent to be material to its business, the inability to protect its future innovations through patents could have a material adverse effect. In addition, SDPI’s growth will increase its need to attract, develop, motivate, and retain both management and professional employees. The inability of management to manage growth effectively or the inability of employees to achieve anticipated performance could have a material adverse effect on the business of SDPI.

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Acquisitions and investments may not result in anticipated benefits and may present risks not originally contemplated, which could have a material adverse effect on SDPI’s financial condition, results of operations and cash flows.

Should SDPI’s growth strategy include acquiring other companies that complement its service offerings or broaden its technical capabilities and geographic presence, these transactions may not result in the anticipated realization of savings, creation of efficiencies, offering of new products or services, generation of cash or income or reduction of risk. In addition, acquisitions may be financed by borrowings, requiring SDPI to incur debt, or by the issuance of common stock. These transactions involve numerous risks, and SDPI cannot ensure that:

SDPI’s inability to integrate acquisitions successfully could impede it from realizing all of the benefits of the acquisitions which could have a material adverse effect on its financial condition and results of operations.

If SDPI is unable to successfully integrate future acquisitions, it could be impeded from realizing all of the anticipated benefits of those acquisitions and could weaken its business operations. The integration process may disrupt its business and, if implemented ineffectively, may preclude realization of the anticipated benefits expected by it and could harm its results of operations. In addition, the overall integration of the combining companies may result in unanticipated problems, expenses, liabilities and competitive responses, and may cause the stock price to decline. The difficulties of integrating an acquisition include, among others:

Even if the operations of an acquisition are integrated successfully, SDPI may not realize the anticipated benefits of the acquisition, including the synergies, cost savings or growth opportunities that it expects. These benefits may not be achieved within the anticipated time frame, or at all. Failing to realize the benefits could have a material adverse effect on its financial condition and results of operations.

Conditions in the global financial system may have impacts on its business and financial position that SDPI currently cannot predict.

Uncertainty in the credit markets may negatively impact the ability of SDPI’s customers to finance purchases of its products and services and could result in a decrease in, or cancellation of, orders or adversely

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affect the collectability of receivables. If the availability of credit to customers is reduced, they may reduce their drilling and production expenditures, thereby decreasing demand for SDPI’s products and services, which could have a negative impact on its financial position. Additionally, unsettled conditions could have an impact on its suppliers, causing them to be unable to meet their obligations to SDPI. Although SDPI does not currently anticipate a need to access the credit markets in the short term, a prolonged constriction on future lending by banks or investors could result in higher interest rates on future debt obligations or could restrict its ability to obtain sufficient financing to meet long-term operational and capital needs.

In addition, the global financial system may be impacted by the effects of global health epidemics and concerns of turmoil and military actions. Weakness or deterioration of the global economy could reduce SDPI’s customers’ spending levels and could impact revenues and operating results. SDPI is unable to predict the effect of this on its business and results of operations.

A terrorist attack or armed conflict could harm SDPI’s business.

Terrorist activities, anti-terrorist efforts and other armed conflicts involving the United States or other countries may adversely affect the United States and global economies and could prevent SDPI from meeting financial and other obligations. The events in Russia and surrounding areas and the historic volatility in the Middle East may result in political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for SDPI’s services and causing a reduction in revenue. Oil and natural gas related facilities could be direct targets of terrorist attacks, and operations could be adversely impacted if infrastructure integral to customers’ operations is destroyed or damaged. Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.

Materials and minerals used in SDPI’s manufacturing process may become subject to laws and regulations that may expose it to significant costs and liabilities.

The diamonds comprising the diamond cutting discs used in our operations are synthetic and manufactured in the United States, South Africa and China. Neither those diamond cutters nor any other minerals used in SDPI’s operations are currently identified as “conflict minerals” in the Dodd-Frank Wall Street Reform and Consumer Protection Act. However, SDPI cannot predict or control if the United States Secretary of State will or will not identify one of the minerals used in its manufacturing process as a conflict mineral. Should the materials used in its manufacturing process be designated as a conflict mineral, SDPI will be required to file Form SD with the SEC and conduct the required diligence to determine the source of the conflict mineral in connection with such disclosure. Any increased costs and expenses associated with this could have a material adverse impact on its financial condition and results of operations.

The use and protection of SDPI’s proprietary technology will affect its success. There are limitations to its intellectual property rights in its proprietary technology, and thus the right to exclude others from the use of such proprietary technology.

SDPI’s success will be affected by its development and implementation of new product designs and improvements and by its ability to protect and maintain critical intellectual property assets related to these developments. Although in many cases its products are not protected by any registered intellectual property rights, in other cases SDPI relies on a combination of patents and trade secret laws to establish and protect this proprietary technology.

SDPI currently holds multiple U.S. patents and has multiple pending patent applications for products and processes in the U.S. and certain non-U.S. countries. Patent rights give the owner of a patent the right to exclude third parties from making, using, selling, and offering for sale the inventions claimed in the patents in the applicable country. Patent rights do not necessarily grant the owner of a patent the right to practice the invention

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claimed in a patent, but merely the right to exclude others from practicing the invention claimed in the patent. It may also be possible for a third party to design around SDPI’s patents. Furthermore, patent rights have strict territorial limits. Some of SDPI’s work will be conducted in international waters and therefore may not fall within the scope of any country’s patent jurisdiction. SDPI may not be able to enforce its patents against infringement occurring in international waters and other “non-covered” territories. Also, SDPI does not have patents in every jurisdiction in which it conducts business and its patent portfolio will not protect all aspects of its business and may relate to obsolete or unusual methods, which would not prevent third parties from entering the same market.

SDPI attempts to limit access to and distribution of its technology by customarily entering into confidentiality and/or license agreements with its employees, customers and potential customers and suppliers. SDPI’s rights in confidential information, trade secrets, and confidential know-how will not prevent third parties from independently developing similar information. Publicly available information (e.g. information in expired issued patents, published patent applications, and scientific literature) can also be used by third parties to independently develop technology. SDPI cannot provide assurance that this independently developed technology will not be equivalent or superior to its proprietary technology.

SDPI’s competitors may infringe upon, misappropriate, violate or challenge the validity or enforceability of its intellectual property and it may not able to adequately protect or enforce intellectual property rights in the future.

SDPI’s businesses and its customers’ businesses are subject to environmental laws and regulations that may increase its costs, limit the demand for its products and services or restrict its operations.

SDPI’s operations and the operations of its customers are also subject to federal, state, local and foreign laws and regulations relating to the protection of human health and the environment. These environmental laws and regulations affect the products and services it designs, markets and sells, as well as the facilities where it manufactures products. For example, SDPI’s operations are subject to numerous and complex laws and regulations that, among other things, may regulate the management and disposal of hazardous and non-hazardous wastes; require acquisition of environmental permits related to operations; restrict the types, quantities and concentrations of various materials that can be released into the environment; limit or prohibit operation activities in certain ecologically sensitive and other protected areas; regulate specific health and safety criteria addressing worker protection; require compliance with operational and equipment standards; impose testing, reporting and record-keeping requirements; and require remedial measures to mitigate pollution from former and ongoing operations at its facilities or at facilities where wastes generated by its operations have been disposed. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties or other enforcement, and criminal prosecution. SDPI is required to invest financial and managerial resources to comply with such environmental, health and safety laws and regulations and anticipate that it will continue to be required to do so in the future. In addition, environmental laws and regulations could limit customers’ exploration and production activities. These laws and regulations change frequently, which makes it impossible to predict their cost or impact on future operations. The adoption of legislation or regulatory programs to reduce greenhouse gas emissions could also increase the cost of consuming, and thereby reduce demand for, the hydrocarbons that SDPI’s customers produce. Consequently, such legislation or regulatory programs could have an adverse effect on its financial condition and results of operations. It is too early to determine whether, or in what form, further regulatory action regarding greenhouse gas emissions may ultimately be adopted or what specific impact a new regulatory action might have on SDPI or its customers. Generally, the anticipated regulatory actions do not appear to affect SDPI in any material respect that is different, or to any materially greater or lesser extent, than other companies that are competitors. However, the business and prospects could be adversely affected to the extent laws are enacted or modified or other governmental action is taken that prohibits or restricts customers’ exploration and production activities or imposes environmental protection requirements that result in increased costs to SDPI or its customers.

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Environmental laws may provide for “strict liability” for damages to natural resources or threats to public health and safety, rendering a party liable for environmental damage without regard to negligence or fault on the part of such party. Some environmental laws and regulations provide for joint and several strict liability for remediation of spills and releases of hazardous substances. In addition, SDPI may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances, as well as damage to natural resources. These laws and regulations also may expose SDPI to liability for the conduct of or conditions caused by others, or for its acts that were in compliance with all applicable laws and regulations at the time such acts were performed. Any of these laws and regulations could result in claims, fines or expenditures that could be material to results of operations, financial position and cash flows.

New government regulations could have an impact on SDPI’s business and the business of its customers.

On January 20, 2021, the Biden Administration came into office and immediately issued a number of executive orders related to environmental matters that could affect our operations and those of our customers, including an Executive Order on “Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis” seeking to adopt new regulations and policies to address climate change and suspend, revise, or rescind, prior agency actions that are identified as conflicting with the Biden Administration’s climate policies. Among the areas that could be affected by the review are regulations addressing methane emissions and the part of the extraction process known as hydraulic fracturing. The Biden Administration has also issued other orders that could ultimately affect our business and the business of our customers, such as the executive order rejoining the Paris Agreement, and could seek, in the future, to put into place additional executive orders, policy and regulatory reviews, and seek to have Congress pass legislation that could adversely affect the production of oil and gas assets. However, the status of recent and future rules and rulemaking initiatives under the Biden Administration remains uncertain. As of the end of 2023, there have been no costs or specific concerns to SDPI.

The increasing attention to global climate change risks has created the potential for the likelihood of private and public litigation and governmental investigations. Such actions would increase costs and adversely impact our business.

SDPI’s failure to implement and comply with its safety program could adversely affect its operating results or financial condition.

SDPI’s safety program is a fundamental element of its overall approach to risk management, and the implementation of the safety program is a significant issue in its dealings with its clients. Unsafe job sites and office environments have the potential to increase employee turnover, increase the cost of a project to its clients, expose it to types and levels of risk that are fundamentally unacceptable, and raise operating costs. The implementation of its safety processes and procedures are monitored by various agencies and rating bureaus and may be evaluated by certain clients in cases in which safety requirements have been established in its contracts. If SDPI fails to comply with safety regulations or maintain an acceptable level of safety at its facilities, it may incur fines, penalties or other liabilities, or may be held criminally liable. SDPI may incur additional costs to upgrade equipment or conduct additional training, or otherwise incur costs in connection with compliance with safety regulations. Failure to maintain safe operations or achieve certain safety performance metrics could disqualify it from doing business with certain customers, particularly major oil companies.

SDPI’s products are used in operations that are subject to potential hazards inherent in the oil and gas industry and, as a result, it is exposed to potential liabilities that may affect its financial condition and reputation.

SDPI’s products are used in potentially hazardous drilling, completion and production applications in the oil and gas industry where an accident or a failure of a product can potentially have catastrophic consequences. Risks inherent to these applications, such as equipment malfunctions and failures, equipment misuse and defects, explosions, blowouts and uncontrollable flows of oil, natural gas or well fluids and natural disasters, on land or in

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deep water or shallow-water environments, can cause personal injury, loss of life, suspension of operations, damage to formations, damage to facilities, business interruption and damage to or destruction of property, surface water and drinking water resources, equipment and the environment. In addition, SDPI provides certain services that could cause, contribute to or be implicated in these events. If its products or services fail to meet specifications or are involved in accidents or failures, SDPI could face warranty, contract or other litigation claims, which could expose it to substantial liability for personal injury, wrongful death, property damage, loss of oil and gas production, and pollution and other environmental damages. SDPI’s insurance policies may not be adequate to cover all liabilities. Further, insurance may not be generally available in the future or, if available, insurance premiums may make such insurance commercially unjustifiable. Moreover, even if SDPI is successful in defending a claim, it could be time-consuming and costly to defend.

In addition, the frequency and severity of such incidents could affect operating costs, insurability and relationships with customers, employees and regulators. In particular, the customers may elect not to purchase SDPI’s products or services if they view its safety record as unacceptable, which could cause it to lose customers and substantial revenue. In addition, these risks may be greater for SDPI because it may acquire companies that have not allocated significant resources and management focus to quality, or safety requiring rehabilitative efforts during the integration process. SDPI may incur liabilities for losses associated with these newly acquired companies before it is able to rehabilitate such companies’ quality, safety and environmental programs.

SDPI’s information systems may experience an interruption or breach in security.

SDPI relies on its proprietary production management technology which has changed how users connect to its knowledge and other information technology (“IT”) systems to conduct business. Despite SDPI’s security and back-up measures, its IT systems are vulnerable to computer viruses, natural disasters and other disruptions or failures. The failure of its IT systems to perform as anticipated for any reason or any significant breach of security could disrupt its business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations and those of its customers, inappropriate disclosure of confidential information, increased overhead costs, loss of intellectual property, loss of data privacy and damage to its reputation, which could have a material adverse effect on the business and results of operations. In addition, SDPI may be required to incur significant costs to prevent or respond to damage caused by these disruptions or security breaches in the future.

Cybersecurity breaches and other disruptions could compromise SDPI’s information and operations, and expose it to liability, which would cause the business and reputation to suffer.

In the ordinary course of business, SDPI collects and stores sensitive data in its data centers and on its networks, including intellectual property, proprietary business information, information regarding customers, suppliers and business partners, and personally identifiable information of employees. The secure processing, maintenance and transmission of this information is critical to SDPI’s operations and business strategy. Despite these security measures, SDPI’s information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise the networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption of operations, damage to SDPI’s reputation, and loss of confidence in its services, which could adversely affect its business.

SDPI’s information technology infrastructure is critical to the efficient operation of the business and essential to its ability to perform day-to-day operations. Breaches in the information technology infrastructure or physical facilities, or other disruptions, could result in damage to SDPI’s assets, safety incidents, damage to the environment, loss of data privacy, potential liability or the loss of contracts, and have a material adverse effect on its operations, financial position and results of operations.

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Possible tariffs could have a material adverse effect on SDPI’s business.

The United States has in the past announced the implementation of tariffs on imported steel and could in the future consider tariffs on additional items. If this were to occur, it could result in the adoption of additional tariffs by other countries as well. Any resulting trade war could negatively impact the global market for oil field products and services and could have a significant adverse effect on SDPI’s business. While SDPI cannot predict how any future enacted tariffs will impact its business, the imposition of tariffs on items it imports from other countries could increase costs and could result in lowering the gross margin on products sold. SDPI has not experienced a negative impact as a result of tariffs imposed on imported oil and gas products.

SDPI’s international activities are subject to many of the same risks as described above, as well as to risks associated with the legislative, judicial, regulatory, political, economic and cultural factors specific to the countries or regions in which it operates.

SDPI has operations in the Middle East. Its International segment’s operations generated 15% and 11% of its revenue for the years ended December 31, 2023 and 2022, respectively. In general, the risk factors identified above also have relevance to the International operations. In addition, the International operations also expose SDPI to other risks, including those related to, for example:

These factors could significantly disrupt the International operations and have a material adverse effect on SDPI’s revenue and profitability and could lead it to incur material impairments and other exit costs.

Risks Related to the SDPI Common Stock

As a smaller reporting company, SDPI is subject to scaled disclosure requirements that may make it more challenging for investors to analyze its results of operations and financial prospects.

Currently, SDPI is a “smaller reporting company,” meaning that its outstanding common stock held by non-affiliates had a market value of less than $250 million as of June 30, 2023. As a “smaller reporting company,” SDPI is able to provide simplified executive compensation disclosures in its filings; is exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and has certain other decreased disclosure obligations in SEC filings, including, being required to provide only two years of audited financial statements in annual reports. Consequently, it may be more challenging for investors to analyze the results of operations and financial prospects.

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As long as SDPI is substantially controlled by the Meiers, the ability of its shareholders to influence the outcome of matters will be limited.

The Meiers continue to own a substantial portion of SDPI’s outstanding common stock and serve on its Board of Directors. As long as they have substantial voting control of the company, SDPI will not have the ability to take many stockholder actions, including the election or removal of directors, irrespective of the vote of, and without prior notice to, any other stockholder. As a result, the Meiers will have the ability to influence or control all matters affecting SDPI, including:

The market price of SDPI’s common stock has been and may continue to be volatile.

The trading price of SDPI’s common stock and the price at which it may sell common stock in the future are subject to large fluctuations in response to any of the following:

SDPI does not anticipate paying dividends on its common stock.

SDPI has not paid any dividends in the past and does not intend to pay cash dividends on common stock in the foreseeable future. SDPI currently intends to retain any earnings for the future operation and development of its business. In addition, under Utah law no distribution may be made if, after giving it effect: (a) SDPI would be unable to pay its debts as they come due, or (b) its total assets would be less than its total liabilities. SDPI can provide no assurance that those restrictions will not prevent it from paying a dividend in future periods.

SDPI may issue preferred stock whose terms could adversely affect the voting power or value of its common stock.

SDPI’s articles of incorporation authorize it to issue, without the approval of its shareholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over its common stock respecting dividends and distributions, as its board of directors may

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determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of common stock. For example, SDPI might grant holders of preferred stock the right to elect some number of directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences SDPI might assign to holders of preferred stock could affect the residual value of the common stock.

Certain provisions in SDPI’s organizational documents could delay or prevent a change in control.

The existence of some provisions in SDPI’s organizational documents could delay or prevent a change in control of the company, even if that change would be beneficial to the shareholders. The articles of incorporation and bylaws contain provisions that may make acquiring control of the company difficult, including:

Significant short sales of SDPI stock, or the perception that such sales could occur, could depress the market price of the common stock and impair its ability to raise capital.

If there are significant short sales of SDPI’s stock, the price decline that could result from this activity may cause the share price to decline more so, which, in turn, may cause long holders of the stock to sell their shares, thereby contributing to sales of stock in the market. Such sales also may impair the ability to raise capital through the sale of additional equity securities in the future at a time and price that the management deems acceptable, if at all.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The statements contained or incorporated by reference in this proxy statement/prospectus relating to matters that are not historical facts are forward-looking statements based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance, and involve certain risks and uncertainties, including those contained in DTI’s and SDPI’s filings with the SEC. Forward-looking statements use words such as “anticipate,” “project,” “will,” “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding DTI’s and SDPI’s plans and objectives for future operations or the proposed Merger. Although DTI and SDPI believe that the expectations reflected in these forward-looking statements are reasonable, neither DTI nor SDPI can assure you that DTI’s and SDPI’s expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied, or forecasted in such statements. Any differences could be caused by a number of factors, including, but not limited to:

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You are cautioned that the foregoing list of important factors may not contain all of the material factors that are important to you. In evaluating these factors and our forward-looking statements, you should carefully consider the risks described herein and in the other reports that DTI and SDPI file with the SEC. See the sections entitled “Risk Factors” beginning on page 61 of this proxy statement/prospectus and “Where You Can Find More Information” beginning on page 243 of this proxy statement/prospectus. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this proxy statement/prospectus may not in fact occur. Accordingly, investors should not place undue reliance on those statements.

Forward-looking statements included herein speak only as of the date of made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.

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PARTIES TO THE MERGER

Drilling Tools International Corporation

DTI provides oilfield equipment and services to oil and natural gas sectors in North America, Europe, and the Middle East. DTI offers downhole tool rentals, machining, and inspection services to support the global drilling and wellbore construction industry. DTI’s primary products are bottom hole assembly components such as stabilizers, subs, non-magnetic and steel drill collars, hole openers, roller reamers, as well as drill pipe and drill pipe accessories. In addition, DTI provides proprietary technology in its wellbore optimization business supplying the patented Drill-N-Ream (trademark) wellbore conditioning tool, and the patented RotoSteer (trademark), rotational steering tool for use in the extended reach horizontal drilling industry. DTI also offers a wide variety of ancillary equipment and handling tools to support our rental platform. Those tools include float valves, ring gauges, tool baskets, lift bail, lift subs, mud magnets, elevators, bracket and bail assemblies, slips, tongs, stabbing guides and safety clamps. DTI also offers a limited product line of blowout preventers and pressure control accessory equipment. DTI was founded in 1984 and is headquartered in Houston, Texas. DTI operates from 16 locations in North America and maintains eight international service and support centers across Europe and the Middle East.

DTI’s principal executive offices are located at 3701 Briarpark Drive, Suite 150, Houston, Texas 77042 and its telephone number is (832) 742-8500.

Superior Drilling Products, Inc.

SDPI is an innovative drilling and completion tool technology company providing cost saving solutions that drive production efficiencies for the oil and natural gas drilling industry. Its headquarters and manufacturing operations are located in Vernal, Utah. SDPI’s drilling solutions include the patented Drill-N-Ream tool and the patented Strider technology. In addition, SDPI is a manufacturer of Drill-N-Ream tools and refurbisher of PDC drill bits for a leading oil field services company. SDPI operates a state-of-the-art drill tool fabrication facility, where it manufactures solutions for the drilling industry, as well as customers’ custom products. SDPI’s headquarters are co-located in Vernal, Utah with its manufacturing operations. It also operates a repair facility in Dubai.

SDPI innovates, designs, engineers, manufactures, sells, and repairs drilling and completion tools in the United States, Canada, and the Middle East. It currently have three basic operations: (i) its PDC drill bit and other tool refurbishing and manufacturing service, (ii) its emerging technologies business that manufactures the Drill-N-Ream tool, its innovative drill string enhancement tool, the Strider technology and other tools, and (iii) its new product development business that conducts research and development, and designs its horizontal drill string enhancement tools, other down-hole drilling technologies, and drilling tool manufacturing technologies.

SDPI’s principal executive office is located at 1583 South 1700 East, Vernal, Utah 84078, and its phone number is (435) 789-0594.

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SPECIAL MEETING OF SDPI STOCKHOLDERS

General

This document is first being mailed on or about July 2, 2024 and constitutes notice of the SDPI Special Meeting in conformity with the requirements of the UBCA and the SDPI organization documents.

This document is being provided to SDPI Stockholders as part of a solicitation of proxies by the SDPI Board for use at the SDPI Special Meeting and at any adjournment or postponement of the SDPI Special Meeting. SDPI Stockholders are encouraged to read the entire document carefully, including the Annexes to this document, for more detailed information regarding the Merger Agreement and the Transactions.

SDPI Stockholders will not be able to attend the SDPI Special Meeting in-person. SDPI Stockholders will receive a meeting invitation with a direct link to the SDPI Special Meeting following their registration. You may begin to log into the meeting platform beginning at 8:30 a.m., Mountain Time, on July 29, 2024. The SDPI Special Meeting will begin promptly at 9:00 a.m., Mountain Time, on July 29, 2024. Online access and check-in will begin at 8:30 a.m., Mountain Time. Technical support will be available on the virtual meeting platform beginning at 8:30 a.m., Mountain Time on July 29, 2024 through the conclusion of the SDPI Special Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please dial the technical assistance numbers shown on the virtual meeting platform.

The SDPI Board and the SDPI management have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, SDPI Stockholders will bear any costs associated with their Internet access, such as usage charges from Internet access providers and telephone companies. A virtual special meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving SDPI and the SDPI Stockholders time and money, especially as physical attendance at meetings has dwindled. SDPI also believes that the online tools SDPI has selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with SDPI in advance of, and during, the SDPI Special Meeting so they can ask questions of the SDPI Board or SDPI management.

Date, Time and Place

The SDPI Special Meeting will be held virtually, on July 29, 2024, at 9:00 a.m., Mountain Time, via live audio webcast. SDPI Stockholders will receive a meeting invitation with a direct link to the SDPI Special Meeting following their registration. References to the SDPI Special Meeting in this proxy statement/prospectus are to such virtual special meeting as the same may be adjourned or postponed from time to time.

Purpose of the SDPI Special Meeting

The SDPI Special Meeting has been called for the following purposes:

SDPI will transact no other business at the SDPI Special Meeting or any adjournment or postponement thereof, except such business as may properly be brought before the SDPI Special Meeting by or at the direction of the SDPI Board in accordance with the SDPI organizational documents. This proxy statement/prospectus, including the Merger Agreement attached hereto as Annex A, contains further information with respect to these matters.

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Reasons for the Merger; Recommendation of the SDPI Special Committee and the SDPI Board; Fairness

The SDPI Board established the SDPI Special Committee to, among other things, (a) review and oversee the Merger and to consider other alternatives to the Merger that would be in the best interests of SDPI and the SDPI Stockholders (an “Alternative Transaction”), (b) review, evaluate, investigate and negotiate the terms and conditions of the Merger or any Alternative Transaction to the extent the SDPI Special Committee determines such action is advisable, (c) determine whether the Merger or any Alternative Transaction is fair to, and in the best interests of, SDPI and the SDPI Stockholders, and (d) if the SDPI Special Committee deems it appropriate

or advisable, recommend to the SDPI Board what action, if any, should be taken by SDPI with respect to the Merger or any Alternative Transaction.

After careful consideration, the SDPI Special Committee unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby (the “Transactions”), including the Merger, are advisable and fair to, and in the best interests of, SDPI and the SDPI Unaffiliated Stockholders, (b) recommended that the SDPI Board adopt the Merger Agreement and approve the Transactions, including the Merger, and determine that the Merger Agreement and the Transactions, including the Merger, are advisable and fair to, and in the best interest of, SDPI and the SDPI Unaffiliated Stockholders, and (c) recommended that the SDPI Board submit the Merger Agreement to the SDPI Stockholders for their approval and recommend that the SDPI Stockholders approve the Merger Agreement, in each case, on the terms and subject to the conditions of the Merger Agreement.

The SDPI Board, acting upon the recommendation of the SDPI Special Committee, unanimously (a) determined that the Merger Agreement and the Transactions, including the Merger, are advisable and fair to, and in the best interests of, SDPI and the SDPI Stockholders, including the SDPI Unaffiliated Stockholders, (b) adopted the Merger Agreement and approved the Transactions, including the Merger, and the execution, delivery and performance of the Merger Agreement, (c) resolved to recommend that the SDPI Stockholders approve the Merger Agreement and (d) directed that the SDPI Special Meeting be convened for the purpose of submitting the Merger Proposal, the Merger Compensation Proposal and the SDPI Adjournment Proposal to the SDPI Stockholders for their approval.

In addition, the SDPI Special Committee and the SDPI Board believe that the Merger is fair to SDPI’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act.

In reaching their respective conclusions regarding the reasons for the Merger and the fairness to the SDPI Unaffiliated Stockholders, the SDPI Special Committee and SDPI Board considered the factors described under “Special Factors—Reasons for the Merger; Recommendation of the SDPI Special Committee and the SDPI Board; Fairness.”

The Supporting Shareholders expressly agreed with, and adopted, the SDPI Special Committee’s and SDPI Board’s reasons for the Merger and their position as to the fairness of the Merger to SDPI Unaffiliated Stockholders.

Record Date; Stockholders Entitled to Vote

Only holders of SDPI Common Stock at the close of business on June 24, 2024, the record date for the SDPI Special Meeting, will be entitled to notice of, and to vote at, the SDPI Special Meeting or any adjournment or postponement of the SDPI Special Meeting. At the close of business on the SDPI record date, 30,391,244 shares of SDPI Common Stock were issued and outstanding.

Holders of SDPI Common Stock are entitled to one vote for each share of SDPI Common Stock they own at the close of business on the SDPI record date.

Quorum; Adjournment

The holders of a majority of the outstanding shares of SDPI Common Stock entitled to vote at the SDPI Special Meeting represented in person or by proxy at the SDPI Special Meeting will constitute a quorum and will permit

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SDPI to conduct the proposed business at the SDPI Special Meeting. Virtual attendance at the SDPI Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum. Proxies received but marked as abstentions will be counted as shares of SDPI Common Stock that are present and entitled to vote for purposes of determining the presence of a quorum. Broker non-votes (if any) will not be considered present or represented at the SDPI Special Meeting for purposes of determining the presence of a quorum. As a result, there must be 15,195,623 shares of SDPI Common Stock represented by proxy or by stockholders present and entitled to vote at the SDPI Special Meeting in order to have a quorum.

In the absence of a quorum, the SDPI Special Meeting may be adjourned from time to time by the affirmative vote of holders of at least a majority of the outstanding SDPI Common Stock, represented either in person or by proxy, but no other business may be transacted.

Notice need not be given of the adjourned meeting and a new record date need not be fixed if the time and place thereof are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 45 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for the stockholders entitled to vote is fixed for the adjourned meeting, the SDPI Board must fix a record date for the adjourned meeting in accordance with the SDPI organizational documents and provide a new notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting. In addition, the SDPI Special Meeting could be postponed before it commences.

If the SDPI Special Meeting is adjourned or postponed for the purpose of soliciting additional votes, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you submit your proxy over the Internet or by telephone or submit a properly executed proxy card, even if you abstain from voting, your shares will be counted as present for purposes of determining whether a quorum exists at the SDPI Special Meeting.

Required Vote

Assuming a quorum is present, approval of the Merger Proposal requires the affirmative vote of the SDPI Stockholders representing a majority of the outstanding shares of SDPI Common Stock. Approval of the Merger Compensation Proposal and the SDPI Adjournment Proposal requires the affirmative vote of the SDPI Stockholders representing a majority of the outstanding SDPI Common Stock entitled to vote and represented in person or by proxy at the SDPI Special Meeting entitled to vote and represented in person or by proxy at the SDPI Special Meeting.

Abstentions; Failures to Vote and Broker Non-Votes

An abstention occurs when a SDPI Stockholder returns a proxy with an “abstain” instruction. At the SDPI Special Meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. An abstention or failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal. An abstention or a failure to vote will have no effect on the vote for the Merger Compensation Proposal and the SDPI Adjournment Proposal.

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the shares of SDPI Common Stock represented by your proxy will be voted as recommended by the SDPI Board with respect to that proposal. This means they will be voted: (1) “FOR” the Merger Proposal, (2) “FOR” the Merger Compensation Proposal, and (3) “FOR” the SDPI Adjournment Proposal.

Broker non-votes occur when (i) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Under the rules of the NYSEA, your bank, broker or other

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nominee will only be permitted to vote your SDPI Common Stock, as applicable, on “non-routine” matters if you instruct your bank, broker or other nominee how to vote. All of the proposals scheduled for consideration at the SDPI Special Meeting are “non-routine” matters. As a result, if you fail to provide voting instructions to your broker, bank or other nominee, your common stock will not be counted as present or represented at the SDPI Special Meeting, as applicable, for purposes of determining a quorum and will not be voted on any of the proposals. To make sure that your common stock is voted on each of the proposals, you should instruct your bank, broker or other nominee how you wish to vote your common stock in accordance with the procedures provided by your bank, broker or other nominee regarding the voting of your common stock.

Virtual attendance at the special meeting constitutes presence in person for purposes of the vote required.

Voting by the SDPI Directors and Executive Officers

The directors and executive officers of SDPI beneficially owned, in the aggregate, approximately 48.7% of the outstanding SDPI Common Stock as of July 24, 2024. DTI and SDPI believe that the directors and executive officers of SDPI will vote in favor of the Merger Proposal, the Merger Compensation Proposal and the SDPI Adjournment Proposal.

Concurrently with the execution and delivery of the Merger Agreement, DTI entered into the Voting and Support Agreement with the Supporting Shareholders. Under the Voting and Support Agreement, the Supporting Shareholders agreed to, among other things, vote the Voting Shares in favor of the approval of the Merger Agreement and the transactions contemplated thereby, subject to the limitations set forth in the Voting and Support Agreement.

Voting at the SDPI Special Meeting

The SDPI Special Meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live audio webcast. The virtual SDPI Special Meeting will be held on July 29, 2024 at 9:00 a.m., Mountain Time. To participate in the SDPI Special Meeting and submit questions during the special meeting, visit http://www.viewproxy.com/SDPI/2024SM. Online check-in will begin at 8:30 a.m., Mountain Time. Please allow time for online check-in procedures.

The virtual stockholder meeting format uses technology designed to increase stockholder access, save SDPI and SDPI Stockholders time and money, and provide SDPI Stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting. In addition to online attendance, SDPI provides stockholders with an opportunity to hear all portions of the official meeting, submit written questions and comments during the meeting, and vote online during the open poll portion of the meeting.

Although SDPI offers four different methods by which your SDPI Common Stock may be represented and voted at the SDPI Special Meeting, SDPI encourages you to submit a proxy to vote either over the Internet or by telephone to ensure that your common stock is represented and voted at the SDPI Special Meeting.

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If your common stock is held by your bank, broker or other nominee, you are considered the beneficial owner of the common stock held in “street name” and you will receive a vote instruction form from your bank, broker or other nominee seeking instruction from you as to how your common stock should be voted.

If you sign your proxy, but do not indicate how you wish to vote, your common stock will be voted “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the SDPI Adjournment Proposal.

Revocation of Proxies

You can change or revoke your proxy at any time before the final vote at the SDPI Special Meeting. If you are the stockholder of record of your common stock, you may revoke your proxy by:

Solicitation of Proxies

The SDPI Board is soliciting your proxy in connection with the SDPI Special Meeting, and SDPI will bear the cost of soliciting such proxies, including the costs of printing and mailing this proxy statement/prospectus. SDPI has retained Alliance Advisors as proxy solicitor to assist with the solicitation of proxies in connection with the SDPI Special Meeting. SDPI agreed to pay Alliance Advisors a fee of approximately $47,000, plus reasonable and customary expenses and fees for any additional services. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through banks, brokers and other nominees to the beneficial owners of SDPI Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of SDPI’s directors, officers and employees, without additional compensation.

Tabulation of Votes

Alliance Advisors will tabulate the votes and serve as the independent inspector of election at the SDPI Special Meeting.

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Dissenters’ Rights

Under Utah law, holders of SDPI Common Stock may dissent from the First Merger and have the fair value of their shares paid to them in cash. For more information regarding dissenters’ rights, see the section entitled “Dissenters’ Rights” on page 235. A copy of Part 13 of the UBCA is attached as Annex C to this proxy statement/prospectus.

Householding of SDPI Special Meeting Materials

Each registered SDPI Stockholder will receive one copy of this proxy statement/prospectus per account, regardless of whether you have the same address as another stockholder of record. SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, commonly called “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. For more details, see “Householding of Proxy Statement/Prospectus.”

Questions

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card or voting instructions, please contact the Secretary, at SDPI’s principal executive offices, 1583 South 1700 East, Vernal, Utah 84078.

Assistance

If you need assistance submitting your proxy or have questions regarding the SDPI Special Meeting, please contact SDPI’s proxy solicitor:

Alliance Advisors

200 Broadacres Drive, 3^rd Floor

Bloomfield, NJ 07003

Toll Free: 877-587-1964

E-mail: SDPI@allianceadvisors.com

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THE MERGER AGREEMENT

This section of this proxy statement/prospectus describes the material provisions of the Merger Agreement, but does not describe all of the terms of the Merger Agreement and may not contain all of the information about the Merger Agreement that is important to you. The following summary is qualified by reference to the complete text of the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. You are urged to read the full text of the Merger Agreement because it is the legal document that governs the Merger.

This summary is not intended to provide any other factual information about DTI, SDPI, or their respective subsidiaries and Affiliates. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement that were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of DTI, SDPI, or any of their respective subsidiaries or Affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in DTI’s or SDPI’s public disclosures incorporated by reference in this proxy statement/prospectus. Capitalized terms used but not defined in this section shall have the respective meanings given to them in the Merger Agreement.

Effects of the Merger; Directors and Officers

At the First Effective Time, Merger Sub I will be merged with and into SDPI in accordance with the UBCA and the DGCL and upon the terms and conditions of the Merger Agreement (the “First Merger”). Upon the consummation of the First Merger, Merger Sub I will cease to exist and SDPI will be the surviving corporation (the “Initial Surviving Company”).

At the Second Effective Time, the Initial Surviving Company will be merged with and into Merger Sub II in accordance with the UBCA, the DGCL, and the DLLCA (the “Second Merger,” and together with the First Merger, the “Merger”). Following the Merger, the Initial Surviving Company will cease to exist, and Merger Sub II will continue its existence as the surviving limited liability company (the “Surviving Company”). From and after the Second Effective Time, all the property, rights, privileges, and franchises of SDPI, Merger Sub I, and Merger Sub II will be vested in the Surviving Company, and all of the debts, obligations, liabilities, restrictions, and duties of SDPI, Merger Sub I, and Merger Sub II will become the debts, obligations, limitations, and duties of the Surviving Company, as provided for in the UBCA, the DGCL, and DLLCA.

From and after the First Effective Time, the directors and officers of Merger Sub I immediately prior to the First Effective Time shall be the directors and officers of the Initial Surviving Company until their successor has been duly elected, designated, or qualified, or until their earlier death, resignation, or removal in accordance with the articles of incorporation and bylaws of the Initial Surviving Company.

From and after the Second Effective Time, the managers and officers of Merger Sub II immediately prior to the Second Effective Time shall be the managers and officers of the Surviving Company, each to hold office in accordance with the limited liability company agreement of the Surviving Company until their respective successors have been duly elected, designated, or qualified, or until their earlier death, resignation, or removal in accordance with the limited liability company agreement of the Surviving Company.

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Closing and Effective Time of the Merger

The consummation of the Merger (the “Closing”) shall be held remotely by exchange of documents and signatures (or their electronic counterparts), unless a place for the Closing to be held in person is agreed to in writing by the parties to the Merger Agreement, on the second business day after the satisfaction or, to the extent permitted under the Merger Agreement and applicable legal requirements, waiver of the last to be satisfied or waived of all conditions to the parties’ respective obligations to effect the Merger. The date on which the Closing actually takes place is referred to as the “Closing Date.”

At the Closing, the parties will cause articles of merger with respect to the First Merger, in form and substance reasonably satisfactory to the parties (the “First Certificate of Merger”), and immediately thereafter a certificate of merger or articles of merger, as applicable, with respect to the Second Merger in form and substance reasonably satisfactory to the parties to the Merger Agreement (the “Second Certificate of Merger,” and together with the First Certificate of Merger, “the Certificates of Merger”) to be duly executed and filed with the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Utah Division of Corporations”) and the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) and make all other filings or recordings required by SDPI, Merger Sub I, Merger Sub II, or DTI under the UBCA, the DGCL, and the DLLCA in connection with effecting the Merger. The Merger shall become effective on the date and at such time as the Certificates of Merger are filed with the Utah Division of Corporations and the Delaware Secretary of State, as applicable, or at such later time as may be mutually agreed to in writing by DTI and SDPI and specified in the Certificates of Merger.

Merger Consideration; Proration

At the First Effective Time, automatically, by virtue of the First Merger and without any action on the part of DTI, Merger Sub I, SDPI, or any SDPI Stockholder, (i) all shares of SDPI Common Stock that are held in SDPI’s treasury or are held directly by a subsidiary of SDPI, DTI, Merger Sub I, and Merger Sub II immediately prior to the First Effective Time (collectively, with the Dissenting Shares (as defined in the Merger Agreement), the “Excluded Shares”) will be cancelled and will cease to exist, and no consideration will be paid or payable in respect thereof and (ii) each share of SDPI Common Stock that is issued and outstanding immediately prior to the First Effective Time (including all shares of SDPI Restricted Stock) will be converted into the right to receive, without interest, at the election of the holder either:

Each share of common stock, par value $0.0001 per share of Merger Sub I that is issued and outstanding immediately prior to the First Effective Time will be converted into one validly issued, fully paid, and non-assessable share of common stock, par value $0.0001 per share, of the Initial Surviving Company.

At the Second Effective Time, automatically by virtue of the Second Merger and without any action by DTI, the Initial Surviving Company or Merger Sub II, each share of common stock, par value $0.0001 per share, of the Initial Surviving Company issued and outstanding immediately prior to the Second Effective Time will be cancelled and will cease to exist. Each limited liability company interest of Merger Sub II issued and outstanding

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immediately prior to the Second Effective Time will remain outstanding as a limited liability company interest of the Surviving Company.

No fractional shares of DTI Common Stock will be issued in connection with the First Merger, and no certificates or scrip for any such fractional shares will be issued. Any holder of SDPI Common Stock who would otherwise be entitled to receive a fraction of a share of DTI Common Stock will, in lieu of such fraction of a share and upon surrender of such holder’s certificates representing shares of SDPI Common Stock outstanding as of immediately prior to the First Effective Time or book-entry positions representing non-certificated shares of SDPI Common Stock, will be paid in cash the dollar amount (rounded to the nearest whole cent), without interest and subject to any required tax withholding, determined by multiplying such fraction by the average of the daily volume weighted average trading price per share of DTI Common Stock on Nasdaq on each of the five consecutive trading days ending on (and including) the trading day that is three trading days prior to the date of the First Effective Time.

If the product of the aggregate number of Stock Election Shares and 0.313 (the “Stock Election Multiplier,” and such product, the “Aggregate Stock Elections”) exceeds 4,845,240 shares of DTI Common Stock (the “Maximum Share Amount”), then:

If the Aggregate Stock Elections is less than 4,112,752 shares of DTI Common Stock (the “Minimum Share Amount,” and such difference, the “Shortfall Amount”), then:

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