[8-K] DIRTT ENVIRONMENTAL SOLUTIONS LTD Reports Material Event

Rhea-AI Filing Summary

DIRTT Environmental Solutions Ltd. (DRTTF) announced several leadership changes tied to its transformation plan. On November 26, 2025, Scott Robinson, previously Chairman, was appointed Executive Chairman of the Board. In this role he will help implement the Board-approved strategic and transformation plans and oversee the newly created Chief Transformation Officer position. He will continue to receive standard non-employee director compensation and an additional annualized base salary of $125,000, paid half in cash and half in equity under the company’s long-term incentive plan.

The Board appointed director Adrian Zarate as Chief Transformation Officer under an employment agreement running through June 30, 2026. He will receive an annualized base salary of $200,000, remain on the Board, and be eligible for company health and dental plans, but not for the Variable Pay Plan, Employee Share Purchase, or other cash bonus plans. He will be granted 200,000 vested shares (to be delivered in November 2025) and 752,000 performance share units, which settle only if specific transformation-related performance hurdles are met. Director responsibilities were also adjusted: Zarate leaves the Corporate Governance and Compensation Committee, where independent director Shally Pannikode will serve, and Holly Hess Groos was named Lead Independent Director.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 26, 2025

DIRTT ENVIRONMENTAL SOLUTIONS LTD

(Exact name of Registrant as Specified in Its Charter)

Canada			001-39061	98-1813900
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7303 30th Street S.E.
Calgary, Alberta				T2C 1N6
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (403) 723-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On November 26, 2025, Scott Robinson, previously Chairman of the Board of Directors (the “Board”) of DIRTT Environmental Solutions Ltd. (the “Company”), was appointed as Executive Chairman of the Board. In this new role, Mr. Robinson will coordinate implementation of the strategic plan for the Company established by the Board and the Company’s executive team, execute on business and operational transformation efforts, and oversee the work of the newly appointed Chief Transformation Officer. During his tenure as Executive Chairman, Mr. Robinson will continue to receive the compensation customarily payable to a non-employee member of the Board, but will also receive an annualized base salary of $125,000 to be paid equally in cash and equity of the Company pursuant to the Company’s Third Amended and Restated Long Term Incentive Plan (the “LTIP”).

On the same date, the Board also appointed Adrian Zarate, a member of the Board, to serve as the Chief Transformation Officer and subsequently entered into an employment agreement (the “Employment Agreement”) to document the terms of his employment in this role. In addition to his role as Chief Transformation Officer, Mr. Zarate will remain on the Board. As Chief Transformation Officer, Mr. Zarate will work with Mr. Robinson and the Company’s executive team to implement financial aspects of the Company’s transformation plan. The Employment Agreement provides that during his tenure as Chief Transformation Officer, Mr. Zarate will continue to receive the compensation customarily payable to a non-employee member of the Board, but will also receive an annualized base salary of $200,000 and be eligible to participate in the health and dental plans of the Company. Mr. Zarate will not be eligible to participate in the Company’s Variable Pay Plan, Employee Share Purchase, or any other cash bonus plan. The Employment Agreement provides for temporary accommodations and includes non-competition, non-solicitation, and confidentiality obligations. The Employment Agreement has an initial term ending on June 30, 2026.

Mr. Zarate will not be eligible to receive annual equity awards in the normal course under the LTIP; however, Mr. Zarate will be granted 200,000 vested shares and 752,000 performance share unit (“PSU”) awards in connection with his appointment as Chief Transformation Officer. The vested shares granted to Mr. Zarate will be delivered in November of 2025. Settlement of the PSUs granted to Mr. Zarate is contingent upon the attainment of certain performance hurdles related to the Company’s transformation plan. In connection with his appointment as Chief Transformation Officer, Mr. Zarate will cease to serve on the Corporate Governance and Compensation Committee and Shally Pannikode, an independent member of the Board, will be appointed to the Corporate Governance and Compensation Committee.

The Board’s intent is that Messrs. Robinson and Zarate will serve in the new executive roles described above for a limited period of time in order to provide additional support to the Company as it implements the transformation plan designed by the Board and the Company’s executive team.

Finally, on November 26, 2025, the Board appointed Holly Hess Groos to serve as Lead Independent Director of the Board.

The information set forth under Item 8.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1*		Press release dated November 26, 2025
104		Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			DIRTT Environmental Solutions Ltd.
Date:	November 26, 2025	By:	/s/ Fareeha Khan
			Fareeha Khan Chief Financial Officer

FAQ

What leadership changes did DIRTT Environmental Solutions (DRTTF) announce in this 8-K?

DIRTT Environmental Solutions Ltd. appointed Scott Robinson as Executive Chairman of the Board and Adrian Zarate as Chief Transformation Officer. In addition, Holly Hess Groos was named Lead Independent Director, and Shally Pannikode joined the Corporate Governance and Compensation Committee.

What is Scott Robinson’s new role and compensation at DIRTT Environmental Solutions (DRTTF)?

Scott Robinson, previously Chairman, is now Executive Chairman. He will coordinate implementation of the company’s strategic and transformation plans and oversee the Chief Transformation Officer. He will continue to receive standard non-employee director compensation plus an additional annualized base salary of $125,000, paid equally in cash and equity under the Third Amended and Restated Long Term Incentive Plan.

What are the key terms of Adrian Zarate’s employment as Chief Transformation Officer at DRTTF?

As Chief Transformation Officer, Adrian Zarate will work with Scott Robinson and the executive team on financial aspects of the transformation plan. He will receive an annualized base salary of $200,000, remain on the Board, and be eligible for health and dental benefits. He will not participate in the Variable Pay Plan, Employee Share Purchase plan, or other cash bonus plans. His Employment Agreement has an initial term ending on June 30, 2026 and includes non-competition, non-solicitation, confidentiality obligations, and temporary accommodations.

What equity awards will Adrian Zarate receive as Chief Transformation Officer of DIRTT Environmental Solutions?

In connection with his appointment, Adrian Zarate will receive 200,000 vested shares and 752,000 performance share units (PSUs). The vested shares will be delivered in November 2025. Settlement of the PSUs depends on meeting specific performance hurdles tied to DIRTT’s transformation plan.

How is DIRTT Environmental Solutions’ Board structure changing with these appointments?

The Board intends that Scott Robinson and Adrian Zarate serve in their new executive roles for a limited period to support the transformation plan. Zarate will step off the Corporate Governance and Compensation Committee, with Shally Pannikode joining that committee. Holly Hess Groos has been appointed Lead Independent Director, enhancing independent leadership on the Board.

Does the DIRTT Environmental Solutions 8-K indicate a long-term change in executive roles?

The Board states that Scott Robinson and Adrian Zarate are expected to serve in their new executive roles for a limited period of time to provide additional support while the company implements its transformation plan designed by the Board and executive team.