UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1830, 2025

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Exact name of Registrant as Specified in Its Charter)

Canada	001-39061	0098-~~0000000~~1813900
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
7303 30th Street S.E.
Calgary, Alberta		T2C 1N6
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (403) 723-5000

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.~~01. Regulation~~02 FDTermination ~~Disclosure.~~of a Material Definitive Agreement.

OnIn ~~December 18~~2019, ~~2025,~~ DIRTT Environmental Solutions, ~~Ltd~~Inc. (the “~~Company~~Tenant”), ~~issued~~ a ~~press~~subsidiary ~~release~~of ~~announcing~~DIRTT ~~that~~Environmental ~~the~~Solutions ~~Toronto~~Ltd. ~~Stock Exchange~~ (the “~~TSX~~Company” or “DIRTT”), ~~has~~entered ~~accepted~~into a ~~notice~~15-year ~~filed~~lease by (the ~~Company~~“Lease”) offor ~~its~~a ~~intention~~ build-to-suit ~~renew~~building ~~its~~located ~~normal~~at ~~course~~2225 ~~issuer~~Williams ~~bid~~Industrial Boulevard, Rock Hill, South Carolina (the “~~NCIB~~Building”) towith ~~purchase~~SP upRock toHill 9Legacy East #1,~~593,878~~ ofLLC ~~its~~(“Landlord”) ~~common~~and ~~shares~~Stag Industrial Holdings, LLC (“~~common shares~~Seller”), inwhich ~~accordance~~provided the Company with ~~applicable~~approximately ~~regulatory~~130,000 ~~requirements)~~square feet of manufacturing space for a combined tile and millwork facility. AIn ~~copy~~September of2023, the ~~press~~Company ~~release~~elected isto ~~furnished~~permanently ~~herewith~~close asthe ~~Exhibit~~manufacturing 99facility located at the Building.1 ~~and~~As isof ~~incorporated~~November ~~herein~~30, by2025, ~~reference~~the Company’s remaining rent obligations associated with the Lease were estimated at US$10.5 million on an undiscounted basis.

~~The~~In ~~information~~September ~~set~~2025, ~~forth~~PDM ~~under~~US, ~~Item~~LLC ~~7.01~~(“PDM”) entered into a Purchase and inSale ~~Exhibit~~Agreement 99with the Landlord for the Building.1 ~~shall~~On ~~not~~November be12, ~~deemed~~2025, the Tenant entered into a Lease Termination and Release Agreement (“~~filed~~Agreement”) ~~for~~with ~~purposes~~PDM ofto ~~Section~~terminate 18the Lease contingent upon the closing of the ~~Exchange~~Purchase ~~Act~~and ofSale ~~1934~~Agreement. Effective December 30, ~~nor~~2025, ~~shall~~the itLease bewas ~~deemed~~terminated ~~incorporated~~pursuant byto ~~reference~~the inAgreement, and the Tenant was relieved from any ~~filing~~future rent obligations under the ~~Securities~~Lease ~~Act~~in ofexchange ~~1933,~~for ~~except~~an asearly ~~shall~~termination befee ~~expressly~~of ~~set~~US$1 ~~forth~~million paid by ~~specific~~the ~~reference~~Tenant into ~~such filing~~PDM.

~~Item~~The ~~8.01. Other~~foregoing ~~Events.~~summary of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which will be filed as an exhibit to DIRTT’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

On“This ~~December~~action ~~18,~~represents ~~2025,~~an ~~the~~important ~~Company~~step ~~announced~~in ~~that~~rationalizing ~~the~~DIRTT’s ~~TSX~~real ~~has~~estate ~~accepted~~footprint ~~its~~and ~~notice~~is ofexpected ~~intention~~ to ~~make~~deliver arecurring ~~NCIB.~~annual ~~Under~~cost ~~the~~savings ~~NCIB,~~of ~~the~~approximately ~~Company~~US$1.6 ~~may~~million ~~purchase~~beginning upin toJanuary ~~9,593,878~~2026. ~~shares~~As ~~representing~~part ~~5.0%~~ of ~~the~~our ~~issued~~volume- and ~~outstanding~~margin-focused ~~common shares as of December 8~~transformation, ~~2025.~~we ~~The~~remain ~~common~~committed ~~shares~~to ~~may~~revisiting beand ~~purchased~~optimizing onall ~~the~~aspects ~~open market through the facilities~~ of ~~the~~our ~~TSX~~business,” orsaid ~~alternative~~Benjamin ~~Canadian trading systems~~Urban, atCEO ~~the market price~~ of ~~such common shares at the time of purchase~~DIRTT. ~~The NCIB is expected to commence on December 22, 2025 and terminate on December 21, 2026.~~1

AsItem ~~of the close of business on December 8, 2025, the Company had 191,877,573 common shares issued and outstanding~~2.06 InMaterial ~~accordance with the rules of the TSX, daily purchases will be limited to no more than 8,917 common shares other than certain exceptions for block purchases~~Impairments.

~~Management’s~~Following ~~decisions~~the ~~regarding~~termination ~~purchases~~ of ~~common~~the ~~shares~~Lease, ~~will~~the beCompany ~~based~~reassessed onits ~~market~~asset ~~conditions,~~groups ~~the~~and ~~market~~evaluated ~~price~~such asset groups for impairment. As of September 30, 2025, the ~~common~~right-of-use ~~shares~~asset related to this lease was US$5.9 million and ~~other~~the ~~factors~~lease liability was US$7.7 million. The Company ~~may~~expects ~~elect~~ to ~~suspend~~recognize ora ~~discontinue~~one-time, ~~its~~non-cash ~~NCIB~~impairment atexpense ~~such~~related ~~times~~to ~~and~~leasehold ~~for~~improvements ~~such~~of ~~periods~~approximately asUS$2.3 itmillion. ~~deems~~While ~~advisable~~this tocharge ~~ensure~~is ~~compliance~~expected ~~with~~to ~~applicable~~negatively ~~regulations,~~impact ~~including~~reported ~~applicable~~results ~~Canadian~~in ~~and~~the ~~U.S.~~current ~~securities laws~~period, ~~among~~the ~~other~~lease ~~circumstances.~~termination ~~Common~~is ~~shares~~expected ~~purchased~~to ~~under~~reduce ~~the~~ongoing ~~NCIB~~operating ~~will~~expenses and be ~~immediately~~accretive ~~cancelled~~to earnings in future periods.

~~Purchases~~Item ~~under~~7.01 ~~the~~Regulation ~~NCIB~~FD ~~will be subject to compliance with applicable United States federal securities laws and Canadian securities laws~~Disclosure.

~~From~~On ~~time~~December ~~to time~~30, ~~provided that the Company does not possess material non-public information about itself or its securities and subject to certain other conditions~~2025, the Company ~~may~~issued ~~enter~~a ~~into~~press anrelease ~~Automatic~~announcing ~~Repurchase Plan Agreement with its broker to allow for~~ the ~~purchase~~lease ~~of common shares at times when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise~~termination. ~~Any~~A ~~such~~copy ~~plans entered into with a broker, and any purchases~~ of ~~shares~~that ~~thereunder,~~press ~~will~~release beis ~~adopted~~furnished inas ~~accordance~~Exhibit ~~with applicable Canadian and U~~99.S.1 ~~securities~~to ~~laws,~~this ~~including~~Current ~~the~~Report ~~requirements~~on ofForm ~~Rule 10b5~~8-1K and ~~Rule~~is ~~10b-18(b)~~incorporated ~~under~~into ~~the~~this ~~Exchange~~Item ~~Act~~7.01 ~~Outside~~by ~~of these periods, common shares may be purchased in management’s discretion, subject to applicable law~~reference.

The information set forth under Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are forward-looking statements that involve a number of risks and uncertainties. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company’s expectations. Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Company’s reports filed with the Securities and Exchange Commission.

1 US$1.6 million is comprised of the sum of the monthly base rents (US$0.08 million from January 2026 to December 2026) and operating costs of US$0.05 million. The Lease stipulates a step-up in monthly base rents of 2.25% per annum, effective in September of each year during the Lease term.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1*		Press release ~~December~~dated 18January 5, ~~2025.~~2026
104		Cover Page Interactive Data (embedded within the Inline XBRL document).

      
* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		~~DIRTT Environmental Solutions Ltd.~~	DIRTT Environmental Solutions Ltd.
Date: December 18, 2025		By:	/s/ Fareeha Khan
Date:	January 5, 2026	By:	/s/ Fareeha Khan
			Fareeha Khan
			Fareeha KhanChief Financial Officer
			Chief Financial Officer

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