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DIRTT Environmental (DRTTF) reports 34,232 deferred share unit grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Groos Holyce Hess

(Last) (First) (Middle)
7303 30 STREET SE

(Street)
CALGARY A0 T2C1N6

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DIRTT ENVIRONMENTAL SOLUTIONS LTD [ DRTTF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Share Unit (1) 12/31/2025 A 34,232 (1) (1) Common Shares 34,232 $0.66(2) 160,224 D
Explanation of Responses:
1. Each deferred share unit ("DSU") was granted pursuant to the DIRTT Environmental Solutions Ltd. Third Amended and Restated Long Term Incentive Plan and is the economic equivalent of one common share (a "Common Share") of DIRTT Environmental Solutions Ltd. (the "Issuer"). All DSUs settle following the cessation of service and employment with the Issuer (the "Termination Date"). For directors who are subject to taxation in the United States ("US Directors"), the DSUs will settle no later than forty days following the Termination Date. Each DSU will be settled in one Common Share or in the cash equivalent of such Common Shares, calculated based on the closing price of the Common Shares on the day prior to the 30th day following separation from service for US Directors.
2. The price used to calculate the number of DSUs granted was C$0.90, which was the closing price Issuer's Common Shares as reported on the Toronto Stock Exchange on December 30, 2025. The price was converted using the Bank of Canada exchange rate for December 30, 2025 of C$1.3693 = US$1.00.
/s/ Fareeha Khan, as attorney-in-fact Holly Hess Groos 01/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did DIRTT Environmental Solutions (DRTTF) report in this Form 4?

The company reported that director Holly Hess Groos received a grant of 34,232 deferred share units (DSUs) under DIRTT Environmental Solutions Ltd.’s long-term incentive plan.

How many DIRTT Environmental (DRTTF) derivative securities does the director hold after this grant?

Following the reported transaction, the Form 4 states that the director beneficially owned 160,224 derivative securities related to DIRTT Environmental common shares, held directly.

What is a deferred share unit (DSU) in the DIRTT Environmental (DRTTF) filing?

Each deferred share unit (DSU) is described as the economic equivalent of one DIRTT Environmental common share and will be settled in one common share or its cash equivalent after the director’s service with the company ends.

When will the DIRTT Environmental (DRTTF) DSUs granted to the director be settled?

The DSUs are to be settled after the cessation of service and employment with the issuer. For U.S. directors, they will settle no later than forty days following the termination date, in common shares or cash as outlined.

How was the number of DSUs calculated in the DIRTT Environmental (DRTTF) Form 4?

The number of DSUs was based on a price of C$0.90, the Toronto Stock Exchange closing price of DIRTT common shares on December 30, 2025, converted using a Bank of Canada rate of C$1.3693 = US$1.00, which produced a reference value of $0.66 per DSU.

What role does the reporting person hold at DIRTT Environmental (DRTTF)?

The reporting person in this Form 4 is identified as a director of DIRTT Environmental Solutions Ltd.

Dirtt Environmental Solutions

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