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SHARE REPURCHASES
12 Months Ended
Dec. 31, 2025
Share Repurchase Program [Abstract]  
SHARE REPURCHASES

18. SHARE REPURCHASES

On December 18, 2024, the Company announced a normal course issuer bid for common shares (the “Shares NCIB”), which commenced on December 20, 2024, terminates on December 19, 2025 and permits DIRTT to acquire up to 7,515,233 common shares. All purchases will be made on the open market through the facilities of the TSX at the market price of common shares at the time of acquisition. Any common shares acquired through the Shares NCIB will be immediately cancelled.

On February 13, 2025, the Company entered into a share repurchase agreement (the “NGEN Repurchase Agreement”) with NGEN III, LP (“NGEN”), pursuant to which the Company purchased for cancellation 3,920,844 common shares held by NGEN at a purchase price of $0.80 per share (the “Share Repurchase”). Pursuant to the terms of the NGEN Repurchase Agreement, the purchase price 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. Dollars using the February 13, 2025 closing exchange rate published by the Bank of Canada). Upon completion of the Share Repurchase on February 14, 2025, there were 189,643,903 common shares outstanding. The common shares repurchased under the Share Repurchase counted against the maximum number of shares that may be repurchased pursuant to the Shares NCIB, being 7,515,233 shares.

On December 18, 2025, the Company announced the renewal of the Shares NCIB ("Renewed Shares NCIB") which commenced on December 22, 2025, terminates on December 21, 2026 and permits DIRTT to acquire up to 9,593,878 common shares. All purchases will be made on the open market through the facilities of the TSX at the market price of common shares at the time of acquisition. Any common shares acquired through the Shares NCIB will be immediately cancelled.

 

In addition to the Share Repurchase, DIRTT acquired and cancelled 1,860,152 common shares during the year ended December 31, 2025, under the Shares NCIB (58,478 common shares for the year ended December 31, 2024) and nil shares under the Renewed Shares NCIB.

 

The following table summarizes the common shares repurchased and cancelled during the period:

 

Period

 

Total number of shares purchased

 

 

Average price paid per share

 

 

Total number of shares purchased as part of publicly announced programs

 

 

Maximum number of shares that may yet be purchased under the program

 

January 1, 2025 - January 31, 2025

 

 

109,556

 

 

$

0.77

 

 

 

109,556

 

 

 

7,347,199

 

February 1, 2025 - February 28, 2025(1)

 

 

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(2)

 

 

168,656

 

 

$

0.68

 

 

 

168,656

 

 

 

9,593,878

 

Total

 

 

5,780,996

 

 

 

 

 

 

1,860,152

 

 

 

9,593,878

 

 

(1) 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.

(2) The Renewed Shares NCIB commenced on December 22, 2025. 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.