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DIRTT Environmental (DRTTF) reports 31,379 DSU grant to Chief Transformation Officer

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

Rhea-AI Filing Summary

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.

Positive

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Negative

  • None.
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
X Officer (give title below) Other (specify below)
Chief Transformation Officer
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 31,379 (1) (1) Common Shares 31,379 $0.66(2) 57,254 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 Adrian Zarate 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 Ltd (DRTTF) report?

The company reported that director and Chief Transformation Officer Adrian Zarate received a grant of 31,379 deferred share units (DSUs) on 12/31/2025 as part of equity compensation.

What are the key terms of the DSUs granted by DIRTT Environmental (DRTTF)?

Each DSU equals one common share economically. All DSUs settle after the holder’s service and employment end, in either common shares or the cash equivalent based on the common share closing price at a specified time after separation.

How was the number of DSUs for Adrian Zarate’s grant calculated?

The DSU grant used a price of C$0.90 per common share, the Toronto Stock Exchange closing price on December 30, 2025, converted to U.S. dollars using the Bank of Canada rate of C$1.3693 = US$1.00, resulting in a DSU price of $0.66.

When will the DIRTT Environmental DSUs granted to Adrian Zarate be settled?

All DSUs settle following the Termination Date, when service and employment with DIRTT end. For U.S. directors, settlement occurs no later than 40 days after the Termination Date.

In what form will DIRTT Environmental (DRTTF) DSUs be paid out?

Each DSU will be settled in either one common share of DIRTT Environmental Solutions Ltd. or the cash equivalent, calculated using the closing price of the common shares on the day prior to the 30th day following separation from service for U.S. directors.

What role does Adrian Zarate hold at DIRTT Environmental Solutions Ltd (DRTTF)?

Adrian Zarate is disclosed as both a director and an officer, serving as the company’s Chief Transformation Officer.

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