DIRTT ENVIRONMENTAL SOLUTIONS LTD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LETTER TO SHAREHOLDERS

Dear Fellow Shareholder,

You are cordially invited to attend the 2026 annual meeting of shareholders (the “Meeting”) of DIRTT Environmental Solutions Ltd. (“DIRTT”), which will be held virtually at 10:00 am MDT on Thursday, May 7, 2026.

The matters expected to be acted upon at the Meeting are described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. You are entitled to vote at the Meeting and any adjournments or postponements of the Meeting only if you were a shareholder as of the close of business on March 18, 2026.

Thank you for your ongoing commitment to DIRTT.

Sincerely,

/s/ Benjamin Urban

Benjamin Urban

Chief Executive Officer

Your vote is important. Whether or not you plan to attend the Meeting, please read the Management Information Circular and Proxy Statement carefully, and then cast your vote as soon as possible over the Internet, by telephone, or by completing and returning the proxy card so that your shares will be represented at the Meeting. Returning the proxy means that your vote will be represented at the Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend the Meeting and to vote your shares at the Meeting.

Notice of Annual Meeting

Our annual meeting of shareholders (the “Meeting”) is scheduled to be held on Thursday, May 7, 2026 at 10:00 am MDT. The Meeting is scheduled to be held in a virtual-only format via live audio webcast online atmeetnow.global/MMGYJMS.

The Meeting will be held for the purposes of:

receiving the audited consolidated financial statements of DIRTT Environmental Solutions Ltd. (the “Company” or “DIRTT”) for the year ended December 31, 2025 and the independent registered public accounting firm’s report thereon;

electing eight director nominees, each to serve until the close of the 2027 annual meeting of shareholders or until his or her successor is duly elected or appointed (Proposal 1);

appointing PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, at a remuneration to be fixed by the board of directors of the Company (the “Board”) (Proposal 2);

a non-binding advisory resolution to approve our approach to executive compensation, as disclosed in this Proxy Statement, commonly known as the “Say-on-Pay” vote (Proposal 3);

a non-binding advisory vote to approve the frequency with which we hold our “Say-on-Pay” vote (Proposal 4); and

transacting such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Only registered holders of the Company’s Common Shares at the close of business on March 18, 2026 the record date for the Meeting, are entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, provided they are present virtually, connected to the Internet and comply with all of the requirements set out in the Management Information Circular and Proxy Statement and other meeting rules. Non-registered (or beneficial) shareholders who have not been duly appointed as proxyholder for the record owner will be able to attend the Meeting and ask questions, but will not be able to vote at the Meeting. A shareholder who wishes to appoint a person other than the management nominees identified on their proxy card or voting instruction form (including a non-registered shareholder who is duly appointed to attend) must carefully follow the instructions in the Management Information Circular and Proxy Statement and on the proxy card or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Trust Company of Canada, after submitting their proxy card or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a username to participate in the Meeting and only being able to attend as a guest.

The specific details of the matters proposed to be put before the Meeting are set forth in the Management Information Circular and Proxy Statement of the Company, which accompanies this Notice of Annual Meeting.

Registered holders of Common Shares may vote their proxies by signing, dating and returning a proxy card or by using the Internet or telephone pursuant to the instructions on their proxy card. If your Common Shares are held in the name of a bank or broker, you may be able to vote on the Internet or by telephone. Please follow the instructions on the voting instruction form you receive. Voting by using the Internet or telephone, or by returning your proxy card or voting instruction form in advance of the Meeting, does not preclude you from attending the Meeting online.

Your vote is important. Whether or not you expect to attend the Meeting, please vote over the Internet, by telephone or by completing and promptly returning the enclosed proxy card or voting instruction form so that your shares may be represented at the Meeting.

By order of the Board of Directors

(signed) “Fareeha Khan”

Fareeha Khan

Chief Financial Officer & Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING SCHEDULED TO BE HELD ON THURSDAY, MAY 7, 2026

The Proxy Statement, Notice of Annual Meeting, the related proxy card and the 2025 Annual Report to Shareholders are available free of charge atwww.dirtt.com/investors.

TABLE OF CONTENTS

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PROXY STATEMENT FOR

2026 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 7, 2026 at 10:00 a.m. MDT