Welcome to our dedicated page for Dirtt Environmental Solutions SEC filings (Ticker: DRTTF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
DIRTT Environmental Solutions Ltd. filings document material events, governance matters and capital-structure disclosures for a Canadian industrialized construction company. Recent reports include 8-K disclosures on annual meeting voting results, executive and officer changes, lease termination matters tied to manufacturing space, normal course issuer bid activity and operating or financial results.
DIRTT’s proxy materials cover board elections, auditor appointment, executive compensation, Say-on-Pay matters and related shareholder voting procedures. The filing record also reflects common-share disclosure, material agreements, Regulation FD information and other public-company governance topics.
DIRTT Environmental Solutions Ltd. terminated a long-term lease for its closed Rock Hill, South Carolina manufacturing facility effective December 30, 2025. The lease had remaining undiscounted rent obligations estimated at US$10.5 million as of November 30, 2025. DIRTT paid an early termination fee of US$1 million to PDM US, LLC to be released from future rent payments.
The company expects this step to rationalize its real estate footprint and deliver recurring annual cost savings of about US$1.6 million starting in January 2026. Following the termination, DIRTT reassessed related assets and expects to record a one-time, non-cash impairment expense of approximately US$2.3 million on leasehold improvements. Management states that, despite this near-term charge, the lease exit is expected to lower ongoing operating expenses and be accretive to earnings in future periods.
DIRTT Environmental Solutions Ltd. announced that the Toronto Stock Exchange has accepted its notice to renew a normal course issuer bid, allowing the company to repurchase up to 9,593,878 common shares, equal to 5.0% of its 191,877,573 issued and outstanding shares as of December 8, 2025. The program is scheduled to run from December 22, 2025 to December 21, 2026, with purchases made on the TSX or alternative Canadian trading systems at prevailing market prices.
Daily repurchases are capped at 8,917 common shares under TSX rules, except for permitted block purchases. Any shares bought will be immediately cancelled. Management will decide whether to buy shares based on market conditions, share price and other factors, and may suspend or discontinue the program. The company may also use automatic repurchase plans with its broker, in line with Canadian rules and U.S. regulations including Rule 10b5-1 and Rule 10b-18(b).
DIRTT Environmental Solutions received an updated ownership report from 22NW and related parties. The filing states that as of a base of 191,832,029 common shares outstanding as of October 30, 2025, 22NW Fund beneficially owned 49,955,045 shares, or about 26.0% of the company. Through direct and indirect holdings, Aron R. English is reported as beneficially owning 58,038,870 shares, representing approximately 30.3% of the shares outstanding.
The amendment also notes that on December 10, 2025, Alexander B. Jones ceased to be an employee of 22NW and, as a result, is no longer part of the Section 13(d) group, though he continues to directly own 2,181 shares. The reporting persons state there have been no transactions in DIRTT shares by them during the past 60 days. On December 12, 2025 they entered into a Joint Filing Agreement to continue coordinated reporting of their DIRTT holdings as required.
DIRTT Environmental Solutions Ltd. entered into a letter of offer with Business Development Bank of Canada for a secured term loan of up to C$15.0 million. The company expects to use the proceeds to partially refinance its 6.00% convertible debentures due January 31, 2026, with the remaining C$1.6 million of principal on those debentures to be repaid using cash on hand.
After conditions are met, BDC will disburse C$10.0 million initially and a further C$5.0 million later, with the draw period ending December 4, 2026. The loan bears interest at BDC’s Floating Base Rate, currently 6.55% per annum, minus 0.75%, and matures on April 30, 2032, with monthly principal payments starting May 31, 2026 and monthly interest payments from the first disbursement.
The obligations are secured by first-ranking security over specific equipment, a broader security interest in other personal property, a guarantee from DIRTT Environmental Solutions, Inc., landlord waivers, and a first readvanceable mortgage of US$5.0 million on the company’s Chicago property. The agreement includes an annual fixed charge coverage ratio covenant of at least 1.10 to 1.00 and a 1.50% per annum standby fee, along with limited annual prepayment without indemnity and broader prepayment options with indemnity.
DIRTT Environmental Solutions Ltd. reported an equity award to its Chief Transformation Officer and director on a Form 4. On November 26, 2025, the insider was granted 200,000 restricted share units (RSUs), which vested immediately. Each RSU provides a right to receive either cash, common shares, or a mix of both equal in value to one common share, at the company’s discretion.
The Form 4 shows acquisition of 200,000 common shares related to the RSU grant at a reference price of $0.72 per share and a disposition of 59,300 common shares at the same price, leaving 140,700 common shares beneficially owned directly after the transactions. The price used for the RSU vesting was based on a C$1.01 Toronto Stock Exchange closing price on November 25, 2025 and a Bank of Canada exchange rate of C$1.4104 = US$1.00.
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.
DIRTT Environmental Solutions Ltd. filed an 8-K announcing it furnished a press release with financial results for the quarter ended September 30, 2025. The release is provided as Exhibit 99.1 and is incorporated by reference into Item 2.02. The company states the information under Item 2.02 and in Exhibit 99.1 is not deemed “filed” for purposes of Section 18 of the Exchange Act and will not be incorporated into Securities Act filings unless specifically referenced. Exhibit 104 contains the cover page Inline XBRL.
DIRTT Environmental Solutions Ltd. reported a softer quarter. For Q3 2025, total revenue was $37.7 million versus $43.4 million a year ago, and the company posted a net loss of $3.5 million compared to net income of $7.1 million. Gross profit was $11.5 million, and operating loss was $3.7 million as reorganization costs of $2.6 million weighed on results.
Cash from operations was positive at $4.4 million in the quarter. Cash and cash equivalents were $26.1 million, total assets $109.2 million, and shareholders’ equity $31.5 million as of September 30, 2025. The balance sheet shows current portion of long‑term debt and accrued interest of $12.2 million and long‑term debt of $10.8 million.
The company continues to manage its capital structure: it repurchased common shares under its NCIB and bought 3,920,844 shares from a holder at $0.80 per share in February 2025. Convertible debentures outstanding were C$16.6 million (January Debentures) and C$14.9 million (December Debentures) at quarter‑end. The revolving credit facility was extended on November 4, 2025 to mature on November 30, 2026, with a default if the January Debentures are not paid or refinanced by January 31, 2026.
DIRTT Environmental Solutions (DRTTF) reported a director Form 4 for a Deferred Share Unit (DSU) grant on 03/31/2025. The reporting person acquired 24,934 DSUs, with a Form 4 price of $0.7269, resulting in 192,504 derivative securities beneficially owned afterward, held directly. Each DSU equals one common share and settles after service ends; U.S. directors settle no later than forty days following termination. The grant was calculated using C$1.04 (TSX close on March 28, 2025) converted at C$1.4307 = US$1.00. Prior totals filed on July 2, 2025 and October 2, 2025 already reflected this grant.
22NW and related persons filed an amended Schedule 13D reporting a large ownership stake in DIRTT Environmental Solutions Ltd. Together, 22NW Fund directly holds 49,955,045 common shares, equal to approximately 26.2% of the 190,329,208 shares outstanding. Aron R. English separately holds 8,083,825 shares, and through his control of the 22NW entities his aggregate position totals 58,038,870 shares, or about 30.5%.
The filing details sources of these holdings: purchases with working capital totaling ~$44,335,026 for 21,981,043 shares, 3,899,745 shares issued as reimbursement at a deemed price of $0.40 per share, and 24,074,257 shares acquired via exercise of subscription rights in a C$30.0 million rights offering at C$0.35 per share. It also discloses settlement of director DSUs: 590,882 DSUs settled into shares for Mr. English and 25,875 DSUs granted to Adrian R. Zarate that settle after cessation of service.