SCHEDULE: MAK Capital Reduces DIRTT Stake Below 5%

MAK Capital Fund LP and affiliates report a beneficial ownership of 4.7% in DIRTT Environmental Solutions Ltd., indicating a reduction below the 5% threshold.

Summary

• MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman (collectively, the "Reporting Persons") beneficially own 9,081,696 shares of DIRTT Environmental Solutions Ltd. Common Stock.
• This aggregate amount represents 4.7% of the company's outstanding Common Shares.
• The ownership is comprised of 7,024,707 Common Shares and 2,056,989 Common Shares issuable upon conversion of $9,565,000 aggregate principal amount of 6% Convertible Subordinated Debentures.
• The Convertible Debentures are convertible at an effective conversion price of $4.65 per Common Share and matured and were repaid on January 31, 2026.
• The calculation of the percentage of class is based on 193,889,018 Common Shares, which includes 191,832,029 Common Shares outstanding as of October 30, 2025, and the 2,056,989 Common Shares issuable from the Convertible Debentures owned by the Reporting Persons.
• The Reporting Persons share both voting and dispositive power over all 9,081,696 beneficially owned shares.
• The securities were not acquired and are not held for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a slightly negative development, as a reduction in stake by a significant institutional investor can signal a diminished conviction in the company's prospects.

Negatives

• The reduction in beneficial ownership by MAK Capital Fund LP and its affiliates below the 5% threshold, as indicated by this Amendment No. 5 filing, suggests a decrease in their stake from a previously higher position.

Future Outlook

No forward-looking statements or guidance are provided in this beneficial ownership report.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are routine disclosures by passive institutional investors or groups that have acquired 5% or more of a company's stock, or amendments when their stake changes significantly. This amendment indicates a reduction in a significant investor's stake, which can sometimes be interpreted by the market as a signal regarding the investor's outlook on the company.

Stakeholder Impact

• Shareholders may interpret the reduction in beneficial ownership by a significant institutional investor as a negative signal, potentially impacting investor confidence and the company's stock valuation.

Key Dates

Recommendation

The reduction in beneficial ownership by MAK Capital Fund LP and its affiliates below the 5% threshold suggests a decrease in conviction or a strategic divestment by a significant institutional investor, which can be interpreted as a negative signal for the stock's future performance. A seasoned investor would consider this a cautionary sign.

Keywords

DIRTT Environmental Solutions, MAK Capital, Beneficial Ownership, Schedule 13G, Common Stock, Convertible Debentures, Institutional Investor