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[Form 4] DIRTT ENVIRONMENTAL SOLUTIONS LTD Insider Trading Activity

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

Rhea-AI Filing Summary

Director Adrian Zarate received 25,875 deferred share units (DSUs) under the company long‑term incentive plan on 10/07/2025. Each DSU is economically equivalent to one common share and will settle after Mr. Zarate stops service; US directors have DSUs settled no later than forty days after termination and may receive either shares or a cash equivalent based on the share closing price.

The DSU award was calculated using a Toronto Stock Exchange closing price of C$0.80 on 09/26/2025, converted at a Bank of Canada rate of C$1.3941 = US$1.00, which produced an effective per‑unit US dollar value shown as $0.57. Following the grant, Mr. Zarate beneficially owns 25,875 common‑share equivalents directly.

Positive

  • Long‑term alignment: DSUs convert to common shares or cash, aligning director compensation with shareholder value
  • Transparent pricing: Grant calculation used a specific TSX closing price (C$0.80) and a named Bank of Canada exchange rate

Negative

  • Future dilution or cash need: Settlement in shares or cash on termination could increase share count or require cash outflow upon director departures
  • Concentration: A single director holds 25,875 share equivalents, which may be material depending on overall share structure

Insights

Director award of 25,875 DSUs aligns pay with long‑term shareholder value.

The grant of 25,875 DSUs ties the director's future payout to the company's common share value because each DSU converts to one common share or its cash equivalent on termination. Using a market reference price of C$0.80 and the Bank of Canada rate provides a transparent, formulaic basis for the grant size.

This structure reduces immediate dilution and defers compensation until service ends, but eventual share issuance or cash settlement could affect float or cash needs when DSUs vest and are settled; monitor the aggregate DSU pool and timing around director departures over the next 12–36 months for potential share or cash impacts.

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*
Zarate Adrian Raul

(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)
10/07/2025
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) 10/07/2025 A 25,875 (1) (1) Common Shares 25,875 $0.57(2) 25,875 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$0.80, which was the closing price Issuer's Common Shares as reported on the Toronto Stock Exchange on September 26, 2025. The price was converted using the Bank of Canada exchange rate for September 26, 2025 of C$1.3941 = US$1.00.
/s/ Fareeha Khan, as attorney-in-fact for Adrian Zarate 10/09/2025
** 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 did Adrian Zarate receive on 10/07/2025 for DRTTF?

He was granted 25,875 deferred share units (DSUs), each equal to one common share equivalent, under the long‑term incentive plan.

How was the DSU grant for DRTTF calculated?

The number of DSUs was based on the TSX closing price of C$0.80 on 09/26/2025, converted using a Bank of Canada rate of C$1.3941 = US$1.00.

When will the DSUs for DRTTF settle into shares or cash?

DSUs settle following the director's termination date; US directors' DSUs settle no later than 40 days after termination and may be paid in shares or cash.

What is the US dollar value shown per DSU on the Form 4?

The effective per‑unit US dollar value reported is $0.57.

Does the Form 4 show direct or indirect ownership after the grant?

The reporting lists the ownership form as Direct (D), showing 25,875 common‑share equivalents directly beneficially owned following the grant.
Dirtt Environmental Solutions

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