Dirtt Environmental Solutions SEC Filings

DIRTT Environmental Solutions Ltd. reported an insider equity compensation grant for director and Chief Transformation Officer Adrian Zarate. On 12/31/2025, Zarate received 31,379 deferred share units (DSUs), each economically equivalent to one common share of DIRTT.

The DSUs were granted under the company’s Third Amended and Restated Long Term Incentive Plan and will be settled only after the holder’s service and employment with the company end. Settlement will be in either common shares or cash based on the common share closing price at a specified time after separation, with specific timing rules for U.S. directors. The grant was valued using a price of C$0.90 per common share, the Toronto Stock Exchange closing price on December 30, 2025, converted at a Bank of Canada exchange rate of C$1.3693 per US$1.00, resulting in a US$ price of $0.66 per DSU.

DIRTT Environmental Solutions Ltd. reported that one of its directors received an equity-based compensation grant in the form of deferred share units. On 12/31/2025, the director was granted 50,222 deferred share units (DSUs), each economically equivalent to one common share of DIRTT. Following this grant, the director beneficially owns 1,080,102 derivative securities on a direct basis.

The DSUs are issued under DIRTT’s Third Amended and Restated Long Term Incentive Plan and will settle after the director’s service with the company ends, either in common shares or cash based on the share price at that time. The number of DSUs granted was calculated using a share price of C$0.90 for the issuer’s common shares and a Bank of Canada exchange rate of C$1.3693 = US$1.00, corresponding to an effective US dollar price of $0.66 per DSU.

DIRTT Environmental Solutions Ltd. director filed a Form 4 reporting an award of deferred share units rather than a stock trade. On 12/31/2025, the director received 28,527 deferred share units (DSUs) under the company’s Third Amended and Restated Long Term Incentive Plan. Each DSU is the economic equivalent of one common share and is linked to the value of DIRTT’s common shares.

The DSUs will be settled only after the director’s service and employment with the company end. For U.S. directors, settlement must occur no later than 40 days after the termination date, in either common shares or cash based on the share price. The grant was calculated using a reference price of C$0.90 per common share, the Toronto Stock Exchange closing price on December 30, 2025, converted at a Bank of Canada rate of C$1.3693 = US$1.00, corresponding to an approximate U.S. dollar price of $0.66 per unit.

DIRTT Environmental Solutions Ltd. reported that director Holly Hess Groos received a grant of 34,232 deferred share units (DSUs) under the company’s Third Amended and Restated Long Term Incentive Plan. Each DSU is the economic equivalent of one common share and will be settled in common shares or cash after the director’s service with the company ends, following the plan’s terms for U.S. directors.

The filing states that the price used to calculate the number of DSUs was C$0.90, the closing price of the common shares on the Toronto Stock Exchange on December 30, 2025, converted using a Bank of Canada exchange rate of C$1.3693 = US$1.00, resulting in a DSU reference value of $0.66. After this grant, the director beneficially owned 160,224 derivative securities related to common shares on a direct basis.

DIRTT Environmental Solutions Ltd. reported a Form 4 transaction for director Scott Ryan involving a grant of deferred share units. On 12/31/2025, the director acquired 29,953 deferred share units, each economically equivalent to one common share of the company. The price used to calculate the number of units was C$0.90, the Toronto Stock Exchange closing price on December 30, 2025, converted using a Bank of Canada exchange rate of C$1.3693 = US$1.00, corresponding to US$0.66 per unit. Following this grant, the director beneficially owned 983,991 derivative securities on a direct basis.

These deferred share units were issued under the company’s Third Amended and Restated Long Term Incentive Plan. All units settle after service and employment with the company end. For directors subject to U.S. taxation, settlement occurs no later than forty days after the termination date, in either common shares or their cash equivalent, based on the closing share price on the day prior to the 30th day following separation from service.

DIRTT Environmental Solutions Ltd. terminated a long-term lease for its closed Rock Hill, South Carolina manufacturing facility effective December 30, 2025. The lease had remaining undiscounted rent obligations estimated at US$10.5 million as of November 30, 2025. DIRTT paid an early termination fee of US$1 million to PDM US, LLC to be released from future rent payments.

The company expects this step to rationalize its real estate footprint and deliver recurring annual cost savings of about US$1.6 million starting in January 2026. Following the termination, DIRTT reassessed related assets and expects to record a one-time, non-cash impairment expense of approximately US$2.3 million on leasehold improvements. Management states that, despite this near-term charge, the lease exit is expected to lower ongoing operating expenses and be accretive to earnings in future periods.

DIRTT Environmental Solutions Ltd. announced that the Toronto Stock Exchange has accepted its notice to renew a normal course issuer bid, allowing the company to repurchase up to 9,593,878 common shares, equal to 5.0% of its 191,877,573 issued and outstanding shares as of December 8, 2025. The program is scheduled to run from December 22, 2025 to December 21, 2026, with purchases made on the TSX or alternative Canadian trading systems at prevailing market prices.

Daily repurchases are capped at 8,917 common shares under TSX rules, except for permitted block purchases. Any shares bought will be immediately cancelled. Management will decide whether to buy shares based on market conditions, share price and other factors, and may suspend or discontinue the program. The company may also use automatic repurchase plans with its broker, in line with Canadian rules and U.S. regulations including Rule 10b5-1 and Rule 10b-18(b).

DIRTT Environmental Solutions received an updated ownership report from 22NW and related parties. The filing states that as of a base of 191,832,029 common shares outstanding as of October 30, 2025, 22NW Fund beneficially owned 49,955,045 shares, or about 26.0% of the company. Through direct and indirect holdings, Aron R. English is reported as beneficially owning 58,038,870 shares, representing approximately 30.3% of the shares outstanding.

The amendment also notes that on December 10, 2025, Alexander B. Jones ceased to be an employee of 22NW and, as a result, is no longer part of the Section 13(d) group, though he continues to directly own 2,181 shares. The reporting persons state there have been no transactions in DIRTT shares by them during the past 60 days. On December 12, 2025 they entered into a Joint Filing Agreement to continue coordinated reporting of their DIRTT holdings as required.

DIRTT Environmental Solutions Ltd. entered into a letter of offer with Business Development Bank of Canada for a secured term loan of up to C$15.0 million. The company expects to use the proceeds to partially refinance its 6.00% convertible debentures due January 31, 2026, with the remaining C$1.6 million of principal on those debentures to be repaid using cash on hand.

After conditions are met, BDC will disburse C$10.0 million initially and a further C$5.0 million later, with the draw period ending December 4, 2026. The loan bears interest at BDC’s Floating Base Rate, currently 6.55% per annum, minus 0.75%, and matures on April 30, 2032, with monthly principal payments starting May 31, 2026 and monthly interest payments from the first disbursement.

The obligations are secured by first-ranking security over specific equipment, a broader security interest in other personal property, a guarantee from DIRTT Environmental Solutions, Inc., landlord waivers, and a first readvanceable mortgage of US$5.0 million on the company’s Chicago property. The agreement includes an annual fixed charge coverage ratio covenant of at least 1.10 to 1.00 and a 1.50% per annum standby fee, along with limited annual prepayment without indemnity and broader prepayment options with indemnity.