DIRTT signs support agreement, appoints Gold to board

Executive Summary

• DIRTT Environmental Solutions Ltd. entered into a support and standstill agreement with its largest shareholder, 22NW Fund LP, and the 726 entities (investment vehicles for Peter L. Briger Jr.).
• As part of the agreement, DIRTT appointed Jeremy Gold as a new director to its board, effective February 13, 2026, serving as the nominee director for the 726 entities.
• The transaction involved the acquisition of approximately 15.0% of DIRTT’s outstanding shares by the 726 entities from WWT Opportunity #1 LLC, triggering early warning reporting requirements.

Key Details

• Support Agreement Parties: DIRTT Environmental Solutions Ltd., 22NW Fund LP, 726 BF LLC, and 726 BC LLC (collectively, the "726 entities").
• Director Appointment: Jeremy Gold, Managing Director of Briger Family Office, appointed to the Board of Directors effective Feb. 13, 2026. He serves as the nominee director for the 726 entities.
• Share Transfer Details:
  • The 726 entities acquired certain DIRTT common shares from WWT Opportunity #1 LLC.
  • The distribution was in consideration for the redemption of membership interests in WWT held by the 726 entities; no additional monetary consideration was paid.
• Ownership Percentages (Post-Transaction):
  • 726 Entities (Aggregate): Held 28,882,132 shares, representing approximately 15.0% of issued and outstanding shares.
    • 726 BF LLC: Held 20,355,136 shares (~10.6%).
    • 726 BC LLC: Held 8,526,996 shares (~4.4%).
  • Mr. Noll and WWT (Aggregate): Held 24,719,541 shares (~12.9%), down from ~28.0% prior to the transaction.
• Voting and Standstill Obligations:
  • 22NW and the 726 entities have the right to designate a director nominee at the 2026 Annual General Meeting, provided they own at least the lesser of (i) 10% of outstanding shares or (ii) 19,174,445 shares.
  • Both parties agreed to vote in favor of management director nominees at the 2026 meeting.
  • Restrictions placed on commencing a takeover bid.
  • Prohibition on acquiring additional shares.
  • Agreement terminates 90 days following the 2026 meeting.
• Previous Agreements: DIRTT previously entered into a support agreement with 22NW and WWT on Aug. 2, 2024. WWT’s nomination right under that original agreement was terminated due to the share sale to the 726 entities. The original agreement remains in force except as amended.
• Regulatory Filings: Early warning reports filed under National Instrument 62-103 due to reporting thresholds being triggered.

Notable Quotes

• Scott Robinson, Chair of the Board: "We are thrilled to welcome Jeremy to our board of directors. We believe his extensive investment and corporate governance experience will be invaluable in supporting DIRTT in the execution of our transformation and growth strategy."