Form 4: DIRTT Director Groos Receives 34,232 Deferred Share Units

DIRTT Environmental Solutions Ltd. Director Holyce Hess Groos was granted 34,232 deferred share units, increasing her beneficial ownership to 160,224 DSUs.

Summary

• Director Holyce Hess Groos of DIRTT Environmental Solutions Ltd. was granted 34,232 Deferred Share Units (DSUs).
• Each DSU is economically equivalent to one common share of DIRTT Environmental Solutions Ltd.
• The DSUs were granted under the company's Third Amended and Restated Long Term Incentive Plan.
• The price used to calculate the number of DSUs was C$0.90, based on the closing price on the Toronto Stock Exchange on December 30, 2025.
• This C$0.90 price converts to approximately US$0.66 per DSU using the Bank of Canada exchange rate of C$1.3693 = US$1.00 on December 30, 2025.
• Following this transaction, Ms. Groos beneficially owns 160,224 DSUs.
• DSUs settle following the cessation of service and employment with the Issuer. For US Directors, settlement occurs no later than 40 days after the termination date, either in common shares or the cash equivalent.

Sentiment

Score: 6

Explanation: The filing reports a routine compensation event for a director, which is a neutral to slightly positive signal as it aligns director interests with shareholders. It does not contain information that would significantly alter the company's financial outlook or operational performance.

Positives

• The grant of DSUs aligns the director's interests with those of shareholders, as the value of the DSUs is tied to the company's common share price.
• This is a standard component of executive and director compensation, indicating ongoing commitment and retention.

Future Outlook

The DSUs will settle following the cessation of service and employment with the Issuer. For US Directors, settlement will occur no later than forty days following the Termination Date.

Industry Context

The grant of Deferred Share Units is a common practice in corporate governance and executive compensation across various industries, particularly for publicly traded companies, to align the interests of directors and executives with long-term shareholder value.

Comparison to Industry Standards

• The use of Deferred Share Units (DSUs) as a component of director compensation is a widely accepted practice, comparable to compensation structures seen in many North American public companies.
• For example, companies like Steelcase Inc. or Herman Miller (now MillerKnoll), which operate in related commercial interiors or building solutions sectors, often utilize similar equity-based incentive plans for their non-employee directors to foster long-term alignment.
• The specific number of units granted and their valuation would typically be benchmarked against peer groups within the construction technology or modular building industry to ensure competitive compensation.

Corporate Governance

Related Party Transactions

• The grant of Deferred Share Units to a director constitutes a related party transaction, as it involves compensation provided by the company to a member of its board of directors under an approved incentive plan.

Stakeholder Impact

• Shareholders: The grant aligns the director's long-term interests with shareholder value. It represents a form of non-cash compensation that could lead to future share dilution upon settlement, though this is typically factored into compensation planning.
• Employees: No direct impact on general employees is indicated.
• Management: No direct impact on other management is indicated.

Next Steps

• DSUs will settle following the cessation of service and employment with the Issuer.
• For US Directors, DSUs will settle no later than forty days following the Termination Date.

Key Dates

Keywords

DIRTT Environmental Solutions, DRTTF, Deferred Share Units, DSU grant, Director compensation, Insider transaction, SEC Form 4, Equity compensation, Long Term Incentive Plan