CALGARY, Alberta — February 17, 2026 — Leads & Copy —
DIRTT Environmental Solutions Ltd. (TSX: DRT; OTC: DRTTF) has entered into a support and standstill agreement with its largest shareholder, 22NW Fund, LP, and 726 BF LLC and 726 BC LLC, collectively known as the 726 Entities.
According to the terms of the Support Agreement, Jeremy Gold, Managing Director at Briger Family Office, has been appointed to DIRTT’s board of directors, effective February 13, 2026. Gold will serve as the nominee director for the 726 Entities.
The 726 Entities are investment vehicles managing investments for estate planning vehicles established by Peter L. Briger, Jr., Executive Chairman of the Board of Directors and Managing Partner of Fortress Investment Group.
Gold has been a Managing Director at the Briger Family Office since 2022. His prior experience includes roles as an Analyst at Lone Pine Capital (2019-2021) and Oberndorf Enterprises (2016-2019). He also served as the Managing Member of Alesia Asset Management from 2013 to 2016 and on the Board of Directors of Enterprise Diversified from 2015 to 2018. Gold holds a Bachelor of Arts in Physics from Williams College, earned in 2014.
Scott Robinson, Chair of the Board, stated that Gold’s extensive investment and corporate governance experience will be invaluable in supporting DIRTT in the execution of its transformation and growth strategy.
The Support Agreement is linked to the 726 Entities’ acquisition of DIRTT common shares from WWT Opportunity #1 LLC, resulting in the 726 Entities owning approximately 15.0% of the outstanding Shares. Both 22NW and the 726 Entities can designate a director nominee at DIRTT’s 2026 annual general meeting if they own at least the lesser of (i) 10% of the outstanding Shares or (ii) 19,174,445 Shares.
22NW and the 726 Entities have agreed to certain voting and standstill obligations, including voting in favor of the management director nominees at the 2026 Meeting. They are also subject to restrictions regarding commencing a take-over bid for the Company. The Support Agreement prohibits 22NW and the 726 Entities from acquiring additional Shares and terminates 90 days after the 2026 Meeting.
DIRTT entered into an original support and standstill agreement with 22NW and WWT on August 2, 2024. WWT is no longer entitled to its nomination right under the Original Support Agreement, as a result of the share sale to the 726 Entities. The Original Support Agreement otherwise remains in force.
The full text of the Support Agreement and the Original Support Agreement will be available on SEDAR+ and EDGAR.
In connection with the transactions, the 726 Entities and Shaun Noll triggered certain reporting thresholds that require the filing of an early warning report under National Instrument 62-103.
Immediately prior to the completion of the distribution of Shares by WWT to the 726 Entities (the “Transaction”), 726 BF LLC (“726 BF”) held 0 Shares. Immediately following the completion of the Transaction, 726 BF held 20,355,136 Shares, representing approximately 10.6% of the issued and outstanding Shares.
Immediately prior to the completion of the Transaction, 726 BC LLC (“726 BC”) held 0 Shares. Immediately following the completion of the Transaction, 726 BC held 8,526,996 Shares, representing approximately 4.4% of the issued and outstanding Shares.
Immediately following the completion of the Transaction, the 726 Entities held in the aggregate 28,882,132 Shares, representing approximately 15.0% of the issued and outstanding Shares.
Immediately prior to the completion of the Transaction, Noll and WWT collectively held 53,601,673 Shares, representing approximately 28.0% of the issued and outstanding Shares. Immediately following the completion of the Transaction, Noll and WWT collectively held 24,719,541 Shares, representing approximately 12.9% of the issued and outstanding Shares. Noll is the managing member of WWT and has sole control of WWT, including WWT’s ability to acquire, dispose of and vote its Shares of the Company.
The distribution of Shares from WWT to the 726 Entities in connection with the Transaction was in consideration for the redemption of membership interests in WWT held by the 726 Entities and no additional consideration.
The 726 Entities and Noll and WWT, respectively, each hold the securities held by such entity for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as they may deem appropriate.
A report on Form 62-103F1 – Required Disclosure under the Early Warning Requirements will be filed by the 726 Entities and by Noll in accordance with applicable securities laws and will be available under DIRTT’s profile at www.sedarplus.ca.
DIRTT is a leader in industrialized construction, providing solutions for adaptable interior environments in the workplace, healthcare, education, and public sector markets. DIRTT trades on the Toronto Stock Exchange under the symbol “DRT” and on the OTCQX under the symbol “DRTTF”.
Source: DIRTT Environmental Solutions Ltd.
