Form 4: DIRTT Director Ryan C. Scott Receives Equity Grant

DIRTT Environmental Solutions Ltd. director Scott C. Ryan was granted 34,308 Deferred Share Units, increasing his beneficial ownership to 954,038 units.

Summary

• Scott C. Ryan, a Director of DIRTT Environmental Solutions Ltd. (DRTTF), was granted 34,308 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, based on the closing price on the Toronto Stock Exchange on September 26, 2025.
• Using a Bank of Canada exchange rate of C$1.3941 = US$1.00, the equivalent price per DSU was approximately US$0.57.
• Following this transaction, Scott C. Ryan beneficially owns a total of 954,038 DSUs.
• DSUs for US Directors will settle no later than forty days following the cessation of service and employment with the Issuer, either in common shares or the cash equivalent.

Sentiment

Score: 6

Explanation: The filing reports a routine equity grant to a director, which is a standard practice for aligning interests. It is slightly positive due to this alignment but does not indicate significant new developments.

Positives

• The grant of Deferred Share Units aligns the director's financial interests with those of the shareholders, promoting long-term value creation.
• This is a standard component of executive and director compensation, indicating adherence to established corporate governance practices.

Risks

• The value of the Deferred Share Units is directly tied to the market price fluctuations of DIRTT Environmental Solutions Ltd.'s common shares, exposing the holder to market risk.

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 following the Termination Date, either in common shares or the cash equivalent based on the closing price prior to the 30th day following separation.

Industry Context

The grant of equity-based compensation, such as Deferred Share Units, is a common practice across publicly traded companies to incentivize and retain directors and executives, aligning their long-term interests with shareholder value.

Comparison to Industry Standards

• The use of Deferred Share Units (DSUs) as a component of director compensation is a widely accepted practice in North American public companies, similar to those used by peers in the building materials and environmental solutions sectors.
• The structure, linking settlement to cessation of service, is typical for DSUs, ensuring long-term commitment.

Corporate Governance

Related Party Transactions

• The grant of 34,308 Deferred Share Units to Scott C. Ryan, a Director of DIRTT Environmental Solutions Ltd., constitutes a transaction with a related party (company director) as part of his compensation package.

Stakeholder Impact

• Shareholders: The grant aligns the director's long-term interests with shareholder value, potentially fostering more strategic decision-making focused on company performance.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• The Deferred Share Units will settle upon the director's cessation of service and employment with the Issuer.

Key Dates

Recommendation

This Form 4 reports a routine equity grant to a director as part of an existing long-term incentive plan. While it aligns director interests with shareholders, it does not present new information that would significantly alter the investment thesis or warrant a change in recommendation. The transaction is expected and does not indicate a fundamental shift in the company's outlook or performance.

Keywords

DIRTT, DRTTF, SEC Form 4, insider transaction, equity grant, DSU, director compensation, beneficial ownership, long-term incentive plan