Form 4: DIRTT Director Granted 45,276 Deferred Share Units

DIRTT Environmental Solutions Director Douglas A. Edwards was granted 45,276 Deferred Share Units, increasing his beneficial ownership to 867,575 DSUs.

Summary

• Douglas A. Edwards, a Director of DIRTT Environmental Solutions Ltd., was granted 45,276 Deferred Share Units (DSUs) on September 30, 2025.
• Each DSU is the economic equivalent of one common share of DIRTT Environmental Solutions Ltd.
• The DSUs were granted pursuant to the company's Third Amended and Restated Long Term Incentive Plan.
• The price used to calculate the number of DSUs was C$0.80, which was the closing price of the Issuer's Common Shares on the Toronto Stock Exchange on September 26, 2025.
• This Canadian dollar price was converted to US$0.57 using the Bank of Canada exchange rate of C$1.3941 = US$1.00 on September 26, 2025.
• Following this transaction, Douglas A. Edwards beneficially owns 867,575 DSUs.
• DSUs settle following the cessation of service and employment with the Issuer. For US Directors, settlement occurs no later than forty days after the Termination Date, either in common shares or the cash equivalent based on the closing price prior to the 30th day following separation.

Sentiment

Score: 6

Explanation: The grant of Deferred Share Units to a director is a routine compensation event that aligns the director's interests with long-term shareholder value. It does not indicate any significant positive or negative operational or financial news, but rather a standard corporate governance practice.

Positives

• The grant of 45,276 Deferred Share Units (DSUs) to Director Douglas A. Edwards aligns his interests with those of shareholders, as the value of DSUs is tied to the company's common share performance.
• The transaction is part of the company's established Third Amended and Restated Long Term Incentive Plan, indicating a structured approach to executive compensation.

Future Outlook

Deferred Share Units will settle following the cessation of service and employment with the Issuer. For US Directors, settlement will occur no later than forty days after the Termination Date, either in common shares or the cash equivalent.

Industry Context

The grant of Deferred Share Units is a common practice in executive and director compensation across various industries, designed to align the interests of leadership with long-term shareholder value creation. This type of equity-based compensation is prevalent in publicly traded companies as a component of their long-term incentive plans.

Comparison to Industry Standards

• Equity-based compensation, such as Deferred Share Units (DSUs), is a standard practice for director remuneration in publicly traded companies, including those in the environmental solutions and construction technology sectors.
• Companies like Steelcase Inc. (SCS) or Herman Miller (MLHR, now MillerKnoll) often utilize similar long-term incentive structures for their directors to foster alignment with shareholder interests.
• The specific grant size of 45,276 DSUs for a director at DIRTT Environmental Solutions Ltd. is within typical ranges for non-executive director compensation, which often includes a mix of cash and equity, with equity components vesting over time or upon specific events like cessation of service.

Corporate Governance

Stakeholder Impact

• Shareholders: Interests are further aligned with the director through equity-based compensation, potentially encouraging long-term value creation.

Next Steps

• The Deferred Share Units will settle following the cessation of service and employment with DIRTT Environmental Solutions Ltd.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving the grant of Deferred Share Units to a director as part of a long-term incentive plan. Such grants are standard practice for executive compensation and do not typically signal a material change in the company's operational performance, financial health, or strategic direction. Therefore, this specific filing alone does not provide sufficient new information to warrant a change in an existing investment thesis, leading to a "hold" recommendation.

Keywords

DIRTT Environmental Solutions, DRTTF, Deferred Share Units, DSU, insider transaction, executive compensation, long term incentive plan, director, equity grant, SEC Form 4