| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, no par value |
| (b) | Name of Issuer:
DIRTT Environmental Solutions Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
2494 Sand Hill Road, Attn: Jeremy Gold, Menlo Park,
CALIFORNIA
, 94025. |
Item 1 Comment:
This statement (the "Current Filing") on Schedule 13D is filed by Shaun Noll, WWT Opportunity #1 LLC ("WWT1"), 726 BC LLC ("726 BC"), 726 BF LLC ("726 BF"), Peter L. Briger, Jr. and Matthew Briger (together, the "Reporting Persons") pursuant to the Joint Filing Agreement attached hereto as Exhibit 99.6, in order to report the events described herein.
The Current Filing is Amendment No. 10 ("Amendment No. 10") to the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") by Shaun Noll, 726 BC, 726 BF, Peter L. Briger, Jr. and Matthew Briger (the "Original Reporting Persons"), on November 17, 2021 (the "Original Schedule 13D") in respect of the common shares, no par value (the "Common Shares") of DIRTT Environmental Solutions Ltd. (the "Issuer"), which Original Schedule 13D was previously amended on January 14, 2022, June 24, 2022, December 2, 2022, December 12, 2022 and November 27, 2023. WWT1 joined the Original Reporting Persons in filing Amendment No. 6 to the Original Schedule 13D, as theretofore amended, on December 11, 2023 (such filing, "Amendment No. 6"). In Amendment No. 6, WWT1 therein adopted the disclosures made in the Original Schedule 13D, as amended prior to and by Amendment No. 6, and each of 726 BC and 726 BF, among others, reported that it had ceased to beneficially own more than 5% of the outstanding Common Shares. Mr. Noll and WWT1 further amended the Original Schedule 13D on December 28, 2023, January 18, 2024 and August 6, 2024 (such filing, "Amendment No. 9").
To the extent applicable, in connection with the distribution of Common Shares described in Item 3 of the Current Filing, each of 726 BC, 726 BF, Peter L. Briger, Jr. and Matthew Briger hereby adopts the Original Schedule 13D, as previously amended and as amended herein (including without limitation any reservation of rights), as an initial filing on Schedule 13D in respect of the Common Shares. |
| Item 2. | Identity and Background |
|
| (a) | Pursuant to Rule 13d-1(k)(1), the Current Filing is being filed jointly by the following persons:
- 726 BF
- Peter L. Briger, Jr.
- 726 BC
- Matthew Briger
- WWT1
- Shaun Noll |
| (b) | The principal business address of each of 726 BF LLC and Peter L. Briger, Jr. is 1300 N. Frontage Rd. W., PO Box # 1230. Vail, CO 81657-9998.
The principal business address of each of 726 BC LLC and Matthew Briger is 191 N. Wacker Dr, Suite 2050, Chicago, IL 60606.
The principal business address of each of WWT1 and Mr. Noll is 1440 Plymouth Ave, San Francisco, CA 94112. |
| (c) | Peter L. Briger, Jr. serves as Manager of 726 BF LLC, an entity set up to manage investments for various estate planning vehicles set up by him. Mr. Briger is the Executive Chairman and Managing Partner of Fortress Investment Group and also serves on the Board of Strategy Inc.
Matthew Briger serves as Manager of 726 BC LLC, an entity set up to manage investments for an estate planning vehicle set up by Peter L. Briger, Jr. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| (f) | Each of 726 BC, 726 BF and WWT1 is a Delaware limited liability company.
Each of Peter L. Briger, Jr., Matthew Briger and Shaun Noll is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On February 13, 2026, WWT1 distributed 8,526,966 Common Shares to 726 BC and 20,355,136 Common Shares to 726 BF, in each case as a redemption of such person's limited liability membership interest in WWT1 (the "Transaction"). Other than the redemption of such person's limited liability membership interest in WWT1, no additional consideration was paid by the 726 Companies to WWT1 as part of the Transaction. |
| Item 4. | Purpose of Transaction |
| | Mr. Noll ceased serving as a member of the board of directors (the "Board") of the Issuer at the conclusion of his term ending at the Issuer's annual and special meeting of its shareholders held on June 24, 2025. In connection with discussions regarding WWT1's rights under the Support Agreement disclosed in Amendment No. 9, each of 726 BC and 726 BF (together, the "726 Companies") agreed to seek a distribution of Common Shares from WWT1 and to commit those shares to a support agreement with the Issuer on substantially the same terms as exist under the Support Agreement, including that the 726 Companies would not acquire additional Shares. In connection with those commitments, the Issuer agreed to allow the 726 Companies to designate a person to be appointed and nominated for election to the Board through the date of the Issuer's 2026 annual meeting of shareholders, provided that the 726 Companies and their affiliates continue to beneficially own or control at least the lesser of 19,174,445 Shares Common Shares and 10% of the then issued and outstanding Common Shares. On February 13, 2026, the 726 Companies entered into a support and standstill agreement (the "2026 Support Agreement") with the Issuer and 22NW Fund, LP ("22NW"). The 2026 Support Agreement, which shall terminate on the date which is 90 days following the 2026 annual meeting of shareholders, memorializes the above terms and certain other agreements between the 726 Companies, 22NW and the Issuer. The 726 Companies also agreed to certain undertakings in support of the Issuer's Rights Plan, including agreeing not to commence an unsolicited offer for the Issuer, subject to customary limitations. Pursuant to the terms of the 2026 Support Agreement, the Issuer appointed Jeremy Gold, Managing Director, Briger Family Office, to its board of directors, effective February 13, 2026, as the nominee director for the 726 Companies.
Upon the distribution of Common Shares described in Item 3 hereof, WWT1 ceased to beneficially own a sufficient number of Common Shares to designate a person for appointment or nomination to the Board pursuant to the Support Agreement.
Except as set forth herein, the Reporting Persons have no plans and have made no proposals concerning the matters described in paragraphs (a)-(j) of Item 4 in Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | With respect to each Reporting Person, the disclosure set forth in rows 11 and 13 of the applicable cover page is incorporated herein. |
| (b) | With respect to each Reporting Person, the disclosure set forth in rows 7 to 10 of the applicable cover page is incorporated herein. |
| (c) | The disclosure set forth in Item 3 is incorporated herein. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | On February 13, 2026, the 726 Companies entered into the 726 Support Agreement with the Company with respect to the Common Shares held by the 726 Companies, as described above in Item 4 hereof. The description of the 726 Support Agreement contained herein is qualified by reference to the complete text of that agreement, as disclosed by the Issuer in Exhibit 10.1 to the Current Report filed with the SEC on February 17, 2026. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.6 Joint Filing Agreement, dated February 18, 2026
99.7 Support and Standstill Agreement, dated February 13, 2026, by and among 22NW Fund, LP, 726 BC LLC, 726 BF LLC, and DIRTT Environmental Solutions Ltd. (incorporated by reference to exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on February 17, 2026) |
