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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
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Date of Report (Date of earliest event reported): February 13, 2026 |
DIRTT ENVIRONMENTAL SOLUTIONS LTD
(Exact name of Registrant as Specified in Its Charter)
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Canada |
001-39061 |
98-1813900 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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7303 30th Street S.E. |
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Calgary, Alberta |
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T2C 1N6 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 1.01 Entry into a Material Definitive Agreement.
On February 13, 2026, DIRTT Environmental Solutions Ltd. (the “Company”) entered into a Support and Standstill Agreement (the “Support Agreement”) among the Company, 22NW Fund, LP (“22NW”), 726 BF LLC (“726 BF”), and 726 BC LLC (“726 BC” and together with 726 BF, the “726 Entities” and collectively with 22NW, the “Shareholders”).
Pursuant to the Support Agreement, the Company agreed to nominate each of (i) Adrian Zarate (or a replacement director to be identified by 22NW), who currently serves on the Company’s Board of Directors (the “Board”), and (ii) Jeremy Gold (or a replacement director to be identified by the 726 Entities) for election as a director at the Company’s annual general meeting of shareholders to be held in 2026 (the “2026 Annual Meeting”). The Company’s obligation to nominate each of Adrian Zarate and Jeremy Gold is subject to the Shareholders (together with their affiliates), respectively, continuing to beneficially own, or exercising control or direction over, at least the lesser of (a) 10% of the then issued and outstanding common shares of the Company (“Common Shares”) and (b) 19,174,445 Common Shares, in each case, subject to adjustment for stock splits, reclassifications, combinations and similar adjustments.
Further, the Support Agreement provides that, at any time prior to the termination of the Support Agreement, (i) 22NW shall not beneficially own or exercise control or direction over more than 57,447,988 Common Shares, and (ii) the 726 Entities shall not beneficially own or exercise control or direction over more than 28,882,102 Common Shares, in each case (a) including Common Shares issuable on the conversion or exercise of certain convertible securities, (b) excluding Common Shares issued as compensation to each Shareholder’s director nominee in their personal capacity, and (c) adjusted for stock splits, reclassifications, combinations, and other similar adjustments.
Subject to certain conditions, until the termination of the Support Agreement, the Shareholders agreed that, among other things, they will:
•vote all of their Common Shares in favor of the approval of directors nominated by the Board at the 2026 Annual Meeting and at any other meeting of the Company at which directors are to be elected held prior to the termination of the Support Agreement;
•not beneficially own any certain debentures or other debt securities convertible into Common Shares;
•comply with certain customary standstill provisions, including, among other things, to not (i) make, participate in or encourage any solicitation of proxies or consents; (ii) seek to requisition, join in any requisition or call a meeting of shareholders of the Company in respect of the election of directors of Company; (iii) submit or induce any party to submit any shareholder proposal in respect of the Company; (iv) advise, assist, encourage or act jointly or in concert with any party in connection with any of the foregoing; or (v) make any public disclosure of any consideration, intention, plan or arrangement inconsistent with any of the foregoing; and
•not commence an unsolicited take-over bid, unless (i) any person (other than the Shareholders) makes a permissible bid under the Company’s Amended and Restated Shareholder Rights Plan, dated August 2, 2024 (the “Rights Agreement”), (ii) the Board waives the application of the Rights Agreement in respect of any person or (iii) a person (other than the Shareholders) commences a take-over bid relating to the Company by filing a take-over bid circular in accordance with Canadian securities laws, or otherwise acquires beneficial ownership of 20% or more of the outstanding Common Shares (other than an underwriter or member of a banking or selling group that becomes the beneficial owner of 20% or more of the Common Shares in connection with a distribution of securities of the Company pursuant to an underwriting agreement with the Company) and, upon the occurrence of an event described in clause (iii) above, either Shareholder may commence a competing take-over bid in accordance with Canadian securities laws.
The Support Agreement also contains certain mutual non-disparagement provisions and customary representations and warranties.
The Support Agreement will terminate upon the earlier of the occurrence of (i) any material breach of the Support Agreement by the parties thereto (subject to customary notice and cure provisions), in which case only the non-breaching parties may terminate the Support Agreement and (ii) the date which is 90 days following the 2026 Annual Meeting. The termination date cannot be extended 90 days or more past the date of the 2026 Meeting without the consent of the Toronto Stock Exchange.
The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Support Agreement, effective February 13, 2026 the Board appointed Jeremy Gold to serve as a director on the Board. Mr. Gold will serve as a director on the Board until the election of a successor or his removal or resignation. As a non-employee director, Mr. Gold will be entitled to receive compensation payable to non-employee directors serving on the Board, consistent with the policies summarized under the caption, “Director Compensation” in the Company’s annual proxy statement.
Based on information provided by Mr. Gold concerning his background, employment, and affiliations, the Board has determined that he meets the independence requirements under applicable securities laws in Canada and the rules of the Toronto Stock Exchange. Except for the appointment right granted to the 726 Entities pursuant to the Support Agreement described herein, there are no arrangements or understandings between Mr. Gold and any other person pursuant to which he was selected to serve as a director. Mr. Gold is not party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company has entered into its standard form of indemnification agreement with Mr. Gold, which requires the Company to indemnify him to the fullest extent permitted under the Business Corporations Act (Alberta) and to such greater extent as applicable law may hereafter from time to time permit.
Item 7.01 Regulation FD Disclosure.
On February 17, 2026, the Company issued a press release announcing the entry into the Support Agreement and appointment of Mr. Gold to the Board. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information set forth under Item 7.01, including Exhibit 99.1, 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.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking statements that involve a number of risks and uncertainties. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company’s expectations. Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Company’s reports filed with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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10.1* |
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Support Agreement, dated February 13, 2026, among the Company, 22NW Fund, LP, 726 BF LLC, and 726 BC LLC. |
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99.1* |
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Press Release, dated February 17, 2026. |
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104 |
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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.
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DIRTT Environmental Solutions Ltd. |
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Date: |
February 17, 2026 |
By: |
/s/ Fareeha Khan |
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Fareeha Khan
Chief Financial Officer |
DIRTT Enters into Support Agreement and Appoints New Director
CALGARY, Alberta, February 17, 2026 (GLOBE NEWSWIRE) – DIRTT Environmental Solutions Ltd. ("DIRTT" or the "Company") (TSX: DRT; OTC: DRTTF), a leader in industrialized construction, announced today that it has entered into a support and standstill agreement (the "Support Agreement") with 22NW Fund, LP ("22NW"), DIRTT's largest shareholder, and 726 BF LLC and 726 BC LLC (collectively, the "726 Entities"). Pursuant to the terms of the Support Agreement, DIRTT has appointed Jeremy Gold, Managing Director, Briger Family Office, to its board of directors effective February 13, 2026. Mr. Gold will be the nominee director for the 726 Entities under the Support Agreement, as described below. The 726 Entities are investment vehicles set up to manage investments for various estate planning vehicles set up by Peter L. Briger, Jr., Executive Chairman of the Board of Directors and Managing Partner of Fortress Investment Group.
Jeremy Gold has been a Managing Director at the Briger Family Office since 2022. From 2019 to 2021, Mr. Gold was an Analyst at Lone Pine Capital, a research-driven fundamental investment firm. Prior to that, from 2016 to 2019, he was an Analyst at Oberndorf Enterprises, a private investment firm. From 2013 to 2016, Mr. Gold was the Managing Member of Alesia Asset Management. He also served on the Board of Directors of Enterprise Diversified from 2015 to 2018. Mr. Gold earned a Bachelor of Arts in Physics from Williams College in 2014.
Scott Robinson, Chair of the Board remarked, "We are thrilled to welcome Jeremy to our Board of Directors. We believe his extensive investment and corporate governance experience will be invaluable in supporting DIRTT in the execution of our transformation and growth strategy."
The Support Agreement is being entered into in connection with the acquisition by the 726 Entities of certain DIRTT common shares ("Shares") from WWT Opportunity #1 LLC ("WWT"), as a result of which the 726 Entities own collectively approximately 15.0% of the outstanding Shares. Under the Support Agreement, each of 22NW and the 726 Entities has the right to designate a director nominee at DIRTT's annual general meeting to be held in 2026 (the "2026 Meeting"), so long as they respectively own at least the lesser of (i) 10% of the then outstanding Shares, or (ii) 19,174,445 Shares. Both 22NW and the 726 Entities have also agreed to certain voting and standstill obligations, including voting in favor of the management director nominees at the 2026 Meeting. Additionally, 22NW and the 726 Entities are each subject to certain restrictions with respect to commencing a take-over bid for the Company. The Support Agreement otherwise
prohibits each of 22NW and the 726 Entities from acquiring any additional Shares and terminates on the date which is 90 days following the 2026 Meeting.
DIRTT entered into a support and standstill agreement with 22NW and WWT on August 2, 2024 (the "Original Support Agreement"), pursuant to which, among other things, 22NW and WWT were each entitled to designate a director nominee at the 2026 Meeting under certain circumstances. As of result of the share sale by WWT to the 726 Entities, WWT is no longer entitled to its nomination right under the Original Support Agreement. Except as amended by the Support Agreement, the Original Support Agreement otherwise remains in force.
The full text of the Support Agreement and the Original Support Agreement will be available on the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Early Warning Disclosure
In connection with the foregoing transactions, certain reporting thresholds were triggered by the 726 Entities and Shaun Noll ("Noll") that require the filing of an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues:
Immediately prior to the completion of the distribution of Shares by WWT to the 726 Entities (the "Transaction"), 726 BF LLC ("726 BF") held 0 Shares. Immediately following the completion of the Transaction, 726 BF held 20,355,136 Shares, representing approximately 10.6% of the issued and outstanding Shares.
Immediately prior to the completion of the Transaction, 726 BC LLC ("726 BC") held 0 Shares. Immediately following the completion of the Transaction, 726 BC held 8,526,996 Shares, representing approximately 4.4% of the issued and outstanding Shares.
Immediately following the completion of the Transaction, the 726 Entities held in the aggregate 28,882,132 Shares, representing approximately 15.0% of the issued and outstanding Shares.
Immediately prior to the completion of the Transaction, Noll and WWT collectively held 53,601,673 Shares, representing approximately 28.0% of the issued and outstanding Shares. Immediately following the completion of the Transaction, Noll and WWT collectively held 24,719,541 Shares,
representing approximately 12.9% of the issued and outstanding Shares. Noll is the managing member of WWT and has sole control of WWT, including WWT's ability to acquire, dispose of and vote its Shares of the Company.
The distribution of Shares from WWT to the 726 Entities in connection with the Transaction was in consideration for the redemption of membership interests in WWT held by the 726 Entities and no additional consideration.
The 726 Entities and Noll and WWT, respectively, each hold the securities held by such entity for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as they may deem appropriate.
A report on Form 62-103F1 – Required Disclosure under the Early Warning Requirements will be filed by the 726 Entities and by Noll in accordance with applicable securities laws and will be available under DIRTT's profile at www.sedarplus.ca or by contacting the 726 Entities or Noll, as applicable, at the phone number provided below:
726 BC LLC and 726 BF LLC
Attn: Jeremy Gold
Tel: +1 415 284 7400
Shaun Noll
Tel: +1 707.495.8353
ABOUT DIRTT
DIRTT is a leader in industrialized construction. DIRTT's system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT's system provides total design freedom, and greater certainty in cost, schedule, and outcomes. DIRTT's interior construction solutions are designed to be highly flexible and adaptable, enabling organizations to easily reconfigure their spaces as their needs evolve. Headquartered in Calgary, AB Canada, DIRTT trades on the Toronto Stock Exchange under the symbol "DRT" and on the OTCQX under the symbol "DRTTF".
Certain statements contained in this release are "forward-looking statements" within the meaning of "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and Section 21E of
the Securities Exchange Act of 1934 and "forward-looking information" within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact included in this news release are forward-looking statements. When used in this news release, the words "anticipate," "believe," "expect," "intend," "may," "will," "should," "would," "could," "can," "plan," the negatives thereof, variations thereon and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
Forward-looking statements are based on certain estimates, beliefs, expectations, and assumptions made in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that may be appropriate. Forward-looking statements necessarily involve unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed or implied in such statements. Due to the risks, uncertainties, and assumptions inherent in forward-looking information, you should not place undue reliance on forward-looking statements. Factors that could have a material adverse effect on our business, financial condition, results of operations and growth prospects include, but are not limited to, risks described under the section titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, and in our subsequently filed Quarterly Reports on Form 10-Q and also in the Company's other continuous disclosure filings available under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Our past results of operations are not necessarily indicative of our future results. You should not rely on any forward-looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. We undertake no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our forward-looking statements by these cautionary statements.
FOR FURTHER INFORMATION PLEASE CONTACT ir@dirtt.com
