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Tue Oct 27 · markets open3 signals today140 insider buys this week · $73.9MCIRO short report next: Oct 31The week ahead

DRTTF

DIRTT ENVIRONMENTAL SOLUTIONS LTD
OTC · TECHNOLOGY · SERVICES-PREPACKAGED SOFTWARE
0.56
+0.01 +1.82%
USD · close Oct 26
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Work order
66
PASS · shorts 66
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $108.8MP/E —DIV YIELD —FCF YIELD 0.66%REV TTM $171.4M −0.6%NET INCOME −$9.4M −343.1%NET DEBT $2.3M52W 0.50 – 0.76SEC XBRL · TTM TO Invalid Date

How DRTTF rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
30%
of sentences unchanged
Added
540
new sentences
Dropped
564
sentences removed
Length
+574
words, now 40,942

New in FY2025

  • In Calgary, we lease an aggregate of approximately 400,000 square feet of manufacturing space across four facilities (excluding our principal offices), which leases expire in January 2029, January 2030, September 2027, and January 2034.
  • In Phoenix, we lease approximately 130,000 square feet of manufacturing space across two facilities, which leases expire in March 2027 (the “Phoenix Facility”).
  • As at December 31, 2025, we subleased 71,855 square feet and are pursuing options to sublease the remaining premises.
  • In October 2019, we entered into a fifteen-year lease for a panel factory of approximately 130,000 square feet in Rock Hill, South Carolina.
  • We decided to permanently close this facility in September 2025.
  • On December 30, 2025, we entered an early termination agreement and ended the lease arrangement at the Rock Hill Facility.
  • In May 2025, we entered into a five-year lease of approximately 10,000 square feet in Houston, Texas, which we plan to use as a DXC.
  • There have been no material developments in the legal proceedings previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 except as described below regarding DIRTT’s litigation against Falkbuilt Ltd.
  • On March 4, 2025, DIRTT filed a motion for reconsideration pursuant to Federal Rules of Civil Procedure, Rule 60(b).
  • The reconsideration requests relief from the Utah Court’s February 5, 2025, Memorandum Decision and Order granting the Defendant’s motion to dismiss for forum non conveniens.
  • The briefing is complete as of April 15, 2025, and the parties are awaiting a decision.
  • In November 2024, the Alberta Court of King’s Bench scheduled an 8-week trial commencing February 2, 2026, and running until March 27, 2026 for DIRTT’s action against Falkbuilt, Messrs.
  • Smed and Loberg and several other former DIRTT employees alleging breaches of restrictive covenants, fiduciary duties, employment duties and confidentiality.
  • DIRTT is pursuing damages and losses it suffered in Canada, the United States, and abroad in the Court of King’s Bench of Alberta.
  • The Court of King’s Bench will determine whether Falkbuilt, Messrs.
  • Smed and Loberg and others wrongfully caused DIRTT to suffer damages, which could exceed $ 50,000,000 .
  • In 2019, Falkbuilt filed a lawsuit against DIRTT in the Court of Queen’s bench in Alberta (as it was then), alleging that DIRTT had misappropriated and misused their alleged proprietary information in furtherance of DIRTT’s product development.
  • In June 2025, Falkbuilt requested discontinuance on a without costs basis on account of the delay.
  • DIRTT has accepted this offer and the discontinuance of claim was filed in the Court of King's Bench of Alberta on July 17, 2025.
  • Market Information; Holders of Record Our common shares are traded on the TSX under the symbol “DRT” and are quoted on the OTC under the symbol “DRTTF”.
  • Quotations of our common shares on the OTCQX reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
  • As of February 17, 2026, there were 191,836,460 common shares outstanding and 149 shareholders of record.
  • ISSUER PURCHASES OF SECURITIES Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced programs (1)(2)(3) Maximum number of shares that may yet be purchased under the program (1)(2)(3) January 1, 2025 - January 31, 2025 109,556 $ 0.77 109,556 7,347,199 February 1, 2025 - February 28, 2025 (3) 4,074,200 $ 0.80 153,356 3,272,999 March 1, 2025 - March 31, 2025 255,351 $ 0.69 255,351 3,017,648 April 1, 2025 - April 30, 2025 266,546 $ 0.73 266,546 2,751,102 May 1, 2025 - May 31, 2025 197,129 $ 0.66 197,129 2,553,973 June 1, 2025 - June 30, 2025 266,473 $ 0.61 266,473 2,287,500 July 1, 2025 - July 31, 2025 255,173 $ 0.65 255,173 2,032,327 August 1, 2025 - August 31, 2025 1,500 $ 0.59 1,500 2,030,827 September 1, 2025 - September 30, 2025 84,956 $ 0.52 84,956 1,945,871 October 1, 2025 - October 31, 2025 13,000 $ 0.54 13,000 1,932,871 November 1, 2025 - November 30, 2025 88,456 $ 0.70 88,456 1,844,415 December 1, 2025 - December 31, 2025 (4) 168,656 $ 0.68 168,656 9,593,878 Total 5,780,996 1,860,152 9,593,878 (1) The normal course issuer bid for common shares (the “Shares NCIB”) was announced on December 18, 2024,commenced on December 20, 2024, and expired on December 19, 2025.
  • The renewal of the Shares NCIB (the “Renewed Shares NCIB”) was announced on December 18, 2025 and commenced on December 22, 2025; (2) The maximum number of common shares approved to be purchased under the Shares NCIB was 7,515,233 common shares and the maximum number of common shares approved to be purchased under the Renewed Shares NCIB is 9,593,878; (3) Includes 3,920,844 common shares that were repurchased from NGEN under the Share Repurchase at a purchase price of $0.80 per share.
  • The Share Repurchase was completed on February 14, 2025.
  • The Share Repurchase was a privately negotiated transaction and was not made pursuant to the Shares NCIB or any other publicly announced share repurchase programs, although it was counted against the Shares NCIB limit.
  • (4) In the month of December, 168,656 shares were purchased under the Shares NCIB and nil were purchased under the Renewed Shares NCIB, therefore no purchases were counted against the Renewed Shares NCIB limit of 9,593,878.
  • The declaration and payment of dividends is at the discretion of the Board of Directors, taking into account (i) our earnings, capital requirements and financial condition, (ii) restrictions on our ability to pay dividends under the Fifth Extended RBC Facility, and (iii) such other factors as the Board of Directors considers relevant.
  • The Fifth Extended RBC Facility generally limits our ability to pay any dividends or make any other distribution on our outstanding common shares.
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations for the fiscal years ended December 31, 2025 and 2024 together with our consolidated financial statements and related notes and other financial information appearing in this Annual Report.
  • DIRTT’s proprietary design integration software, ICE® (“ICE software”), translates the vision of architects and designers into a 3D model that also acts as manufacturing information.
  • ICE Software is also licensed to our Construction Partners and certain third parties, including Armstrong World Industries, Inc.
  • (“AWI”) which owns a 50% interest in the rights, title and interests in certain intellectual property rights in a portion of ICE Software that is used by AWI.
  • Key Fourth Quarter 2025 Highlights and Other Recent Developments • Revenue for the fourth quarter of 2025 was $50.9 million, an increase of $2.0 million or 4% from $48.9 million for the same period in 2024 and in line with the expected guidance range of $48.0 million to $52.0 million provided in the third quarter of 2025.
  • Volumes have returned to normal following higher than normal push out rates earlier in the year, and revenue has also benefited from the 5% price increase and 3.5% tariff surcharge announced in the first quarter of 2025. • Gross profit and gross profit margin for the fourth quarter of 2025 was $18.6 million or 36.6% of revenue, an increase from $17.5 million or 35.9% of revenue for the same period of 2024.
  • Adjusted Gross Profit and Adjusted Gross Profit Margin (see “– Non-GAAP Financial Measures”) for the fourth quarter of 2025 was $19.7 million or 38.7% of revenue.
  • This represents an increase in Adjusted Gross Profit from $19.0 million, but a decrease compared to Adjusted Gross Profit Margin of 38.8% of revenue in the fourth quarter of 2024.
  • The slight decreases in Adjusted Gross Profit Margin despite higher revenue is the result of tariff costs. • Net loss after tax for the fourth quarter of 2025 was $3.7 million compared to $4.0 million net income after tax for the same period of 2024.
  • The decrease in net income is primarily the result of one-time impairment charges of $2.9 million largely relating to the termination of the Rock Hill, South Carolina manufacturing facility (the “Rock Hill Facility”) lease, an increase in foreign exchange loss of $2.4 million, and an increase in reorganization expense of $1.8 million, and a $1.5 million increase in other operating expenses, partially offset by a $1.1 million increase in gross profit. • Adjusted EBITDA (see “– Non-GAAP Financial Measures”) for the fourth quarter of 2025 was $6.2 million, or 12.1% of revenue, an improvement of $0.7 million from $5.5 million or 11.2% of revenue for the fourth quarter of 2024.
  • Higher Adjusted EBITDA was mainly driven by the increased Adjusted Gross Profit discussed above.

and 500 more.

Gone since FY2024

  • On September 27, 2023, we announced our intention to permanently close the Rock Hill Facility.
  • In Calgary, we lease an aggregate of approximately 400,000 square feet of manufacturing space across four facilities (excluding our principal offices), which leases expire in January 2026, January 2030, September 2027, and January 2034.
  • In Phoenix, we lease approximately 130,000 square feet of manufacturing space across two facilities, which leases expire in March 2027.
  • As at December 31, 2024, all of our Phoenix space is subleased for the remainder of our lease.
  • In October 2019, we entered into a fifteen-year lease, which DIRTT may extend for two additional five-year periods at its option, for a panel factory of approximately 130,000 square feet in Rock Hill, South Carolina.
  • Should the need arise, we have the expansion rights to lease an additional 130,000 square feet of space.
  • We are pursuing options to sublease this area following the September 27, 2023 announcement of our intention to permanently close operations at this location and do not plan to exercise the additional five-year extension period.
  • There have been no material developments in the legal proceedings previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 except as described below regarding DIRTT’s litigation against Falkbuilt Ltd.
  • In DIRTT’s similar lawsuit against Falkbuilt in Canada, in November 2024, the Court of King’s Bench of Alberta scheduled an 8-week trial commencing February 2, 2026, and running continuously until March 27, 2026.
  • With the trial’s commencement date less than a year away, DIRTT is pursuing damages and losses it suffered in Canada, the United States, and abroad in the Court of King’s Bench of Alberta.
  • The Canadian Court will determine whether Falkbuilt, Mogens Smed, Barrie Loberg and others wrongfully caused DIRTT to suffer damages, which could exceed $50,000,000.
  • Market Information; Holders of Record Our common shares are traded on the TSX under the symbol “DRT” and are quoted on the OTC Markets on the “OTC Pink Tier” under the symbol “DRTTF”.
  • Quotations of our common shares on the OTC Pink Tier reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
  • As of February 17, 2025, there were 189,629,164 common shares outstanding and 153 shareholders of record.
  • ISSUER PURCHASES OF SECURITIES Period (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1)(2)(3) (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)(2)(3) October 1, 2024 – October 31, 2024 - - - - November 1, 2024 – November 30, 2024 - - - - December 1, 2024 – December 31, 2024 58,478 $0.96 58,478 7,456,755 Total 58,478 58,478 7,456,755 (1) The normal course issuer bid for common shares was announced on December 18, 2024 and commenced on December 20, 2024 (the “Shares NCIB”); (2) The maximum number of common shares approved to be purchased under the Shares NCIB is 7,515,233 common shares; (3) The expiration date of the Shares NCIB is December 19, 2025.
  • The declaration and payment of dividends is at the discretion of the Board of Directors, taking into account (i) our earnings, capital requirements and financial condition, (ii) restrictions on our ability to pay dividends under the Fourth Extended RBC Facility, and (iii) such other factors as the Board of Directors considers relevant.
  • The Fourth Extended RBC Facility generally limits our ability to pay any dividends or make any other distribution on our outstanding common shares.
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations for the fiscal years ended December 31, 2024 and 2023 together with our consolidated financial statements and related notes and other financial information appearing in this Annual Report.
  • DIRTT’s proprietary design integration software, ICE® (“ICE” or “ICE software”), translates the vision of architects and designers into a 3D model that also acts as manufacturing information.
  • ICE is also licensed to our Construction Partners and certain third parties, including Armstrong World Industries, Inc.
  • (“AWI”) which owns a 50% interest in the rights, title and interests in certain intellectual property rights in a portion of the ICE software that is used by AWI.
  • Key Fourth Quarter 2024 Highlights and Other Recent Developments • Revenues for the fourth quarter of 2024 were $48.9 million, a decrease of $2.0 million or 4.0% from $50.9 million for the same period in 2023.
  • The decrease in revenue, as compared to the same period of 2023, was primarily the result of a higher volume of large projects completed in the fourth quarter of 2023. • Gross profit and gross profit margin for the fourth quarter of 2024 was $17.5 million or 35.9% of revenue, a decrease from $19.2 million or 37.8% of revenue for the same period of 2023.
  • Adjusted Gross Profit and Adjusted Gross Profit Margin (see “– Non-GAAP Financial Measures”) for the fourth quarter of 2024 was $19.0 million or 38.8% of revenue.
  • This represents a decrease from $20.1 million or 39.5% of revenue in the fourth quarter of 2023.
  • These decreases in Adjusted Gross Profit Margin are the result of lower revenues and a $0.7 million increase to our inventory obsolescence provision. • Net income after tax for the fourth quarter of 2024 was $4.0 million compared to a $1.0 million net income after tax for the same period of 2023.
  • The increase in net income is primarily the result of a $2.0 million decrease in operating expenses (operating expenses in the fourth quarter of 2023 included a $0.8 million impairment charge on the Rock Hill Facility which was not repeated in the fourth quarter of 2024), a $2.6 million increase in foreign exchange gain, a $0.8 million decrease in interest expense and a $0.3 million decrease in tax expense.
  • These benefits were offset by a $1.7 million decrease in gross profit, and a $1.0 million decrease of gain on sale of software and patents that resulted from the completion of the knowledge transfer to AWI that occurred in the fourth quarter of 2023 and was not repeated in 2024. • Adjusted EBITDA (see “– Non-GAAP Financial Measures”) for the fourth quarter of 2024 was $5.5 million, or 11.2% of revenue, an improvement of $1.2 million from $4.3 million or 8.5% of revenue for the fourth quarter of 2023.
  • Higher Adjusted EBITDA was mainly driven by the decrease in operating expenses, offset by the decrease in Adjusted Gross Profit due to the above noted reasons. • Cash on hand increased by $5.7 million in the fourth quarter of 2024 to $29.5 million, compared to a $2.7 million increase in cash in the fourth quarter of 2023.
  • The increase in cash in the fourth quarter of 2024 was driven by $6.2 million of cash flows from operations and a positive impact of $0.3 million foreign exchange gain, offset by $0.7 million in capital expenditures and $0.1 million from repayment of debt and other financing activities . • On November 26, 2024, the Company announced that Holly Hess Groos joined our board of directors (“Board” or “Board of Directors”) and was appointed as the Chair of the Audit Committee. • On December 18, 2024, the Company announced a normal course issuer bid for its common shares (the “Shares NCIB”), which commenced on December 20, 2024 and will terminate no later than December 19, 2025.
  • The Shares NCIB permits DIRTT to acquire up to 7,515,233 of its common shares.
  • Any common shares acquired through the Shares NCIB will be immediately cancelled. • On February 5, 2025, the US District Court for the Northern District of Utah dismissed DIRTT’s lawsuit against Falkbuilt Ltd.
  • (“Falkbuilt”) in Utah on procedural grounds.
  • In DIRTT’s similar lawsuit against Falkbuilt in Canada, the Court of King’s Bench of Alberta has scheduled an eight-week trial to commence February 2, 2026.
  • With the Canadian trial commencing less than a year away, DIRTT is pursuing damages and losses it suffered in Canada, the United States, and abroad in the Court of King's Bench of Alberta. • On February 13, 2025, the Company entered into a share repurchase with NGEN III, LP (“NGEN”) pursuant to which the Company purchased for cancellation 3,920,844 common shares of DIRTT at a purchase price of $0.80 per common share purchased from NGEN (the “Share Repurchase”).
  • The purchase of $0.80 per share was a 1% discount to the closing price of the common shares on the TSX on January 27, 2025 (converted into U.S.
  • The common shares repurchased under the Share Repurchase were counted against DIRTT’s annual normal course issuer bid share limit (the “NCIB Annual Limit”).
  • Following completion of the Share Repurchase, the Company’s outstanding NCIB Annual Limit was reduced to 3,422,494.
  • The Share Repurchase closed on February 14, 2025.
  • Key Annual 2024 Highlights • Revenues for the year ended December 31, 2024, were $174.3 million, a decrease of $7.6 million or 4% from $181.9 million for the year ended December 31, 2023.

and 524 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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