DIRTT ENVIRONMENTAL SOLUTIONS LTD 8-K

What Happened
DIRTT Environmental Solutions Ltd. announced it entered into a Support and Standstill Agreement on February 13, 2026 with 22NW Fund, LP and two affiliated entities (726 BF LLC and 726 BC LLC). Under the agreement the company agreed to nominate Adrian Zarate (or a 22NW replacement) and Jeremy Gold (or a replacement identified by the 726 Entities) for election at the 2026 Annual Meeting, subject to the shareholders maintaining certain ownership thresholds. Also effective February 13, 2026 the Board appointed Jeremy Gold as a director; the Board determined he meets TSX independence requirements and he will receive standard non‑employee director compensation and indemnification.

Key Details

• Agreement date: February 13, 2026; press release furnished February 17, 2026.
• Nomination condition: each shareholder must continue to beneficially own or control at least the lesser of (a) 10% of outstanding common shares and (b) 19,174,445 common shares (adjusted for splits/etc.).
• Ownership caps: 22NW limited to not exceed 57,447,988 common shares; the 726 Entities limited to not exceed 28,882,102 common shares (subject to customary adjustments and exclusions).
• Standstill and voting commitments: the Shareholders agreed to vote their shares for Board nominees, refrain from soliciting proxies or requisitioning meetings, not submit shareholder proposals, not hold certain convertible debt, and not launch unsolicited takeover bids except in limited circumstances. Agreement terminates on material breach (with notice/cure) or 90 days after the 2026 Annual Meeting (extensions limited by TSX rules).

Why It Matters
The Support and Standstill Agreement formalizes cooperation between DIRTT and two large shareholders, locking in board nominations and placing limits on shareholder activism and additional accumulation of shares for a defined short-term period. For investors, this reduces the likelihood of proxy contests or immediate takeover attempts while the agreement is in effect and clarifies board composition going into the 2026 Annual Meeting. The appointment of Jeremy Gold provides an immediate change to the Board and the filing confirms his independence and standard director protections.