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6-K 1 a6kq32025.htm 6-K Document

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

FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of: November, 2025
Commission File Number: 001-32562
STANTEC INC.
(Translation of registrant’s name into English)
300 – 10220 103 Avenue NW
Edmonton, Alberta
Canada T5J 0K4
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ___
Form 40-F X ___

EXHIBIT INDEX
Exhibit Number Description
Stantec Inc. Third Quarter 2025 Management’s Discussion and Analysis
Stantec Inc. Third Quarter 2025 Unaudited Interim Condensed Consolidated Financial Statements
Certification of Interim Filings – President and Chief Executive Officer
Certification of Interim Filings – Executive Vice President and Chief Financial Officer





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, thereunto duly authorized.
STANTEC INC.
(Registrant)
Date: November 13, 2025
By: /s/ Vito Culmone
Name: Vito Culmone
Title: Executive Vice President and CFO



EX-99.1 2 ex-991xmdaxq3x2025x6k.htm EX-99.1 Document

Exhibit 99.1 - Stantec Inc.’s Management's Discussion and Analysis
Management’s Discussion and Analysis

November 13, 2025
This Management's Discussion and Analysis (MD&A) of Stantec Inc.’s (Stantec or the Company) operations, financial position, and cash flows for the quarter and the three quarters ended September 30, 2025, dated November 13, 2025, should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements and related notes for the quarter and the three quarters ended September 30, 2025, and the MD&A and audited consolidated financial statements and related notes included in our 2024 Annual Report filed on February 24, 2025.

Our unaudited interim consolidated financial statements and related notes for the quarter and the three quarters ended September 30, 2025, are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as issued by the International Accounting Standards Board. We continue to apply the same accounting policies as those used in 2024. Amendments to accounting standards adopted in the quarter and disclosed in note 3 of our unaudited interim consolidated financial statements for the quarter and the three quarters ended September 30, 2025 (incorporated herein by reference), did not have a material impact on the Company's consolidated financial statements or accounting policies. All amounts shown in this report are in Canadian dollars unless otherwise indicated.

Additional information regarding our Company, including our Annual Information Form, is available on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. Such additional information is not incorporated here by reference, unless otherwise specified, and should not be deemed to be part of this MD&A. Stantec trades on the TSX and the NYSE under the symbol STN. Visit us at stantec.com or find us on social media.

Non-IFRS Accounting Standards (non-IFRS) and Other Financial Measures
The Company reports its financial results in accordance with IFRS Accounting Standards. However, certain indicators used by the Company to analyze and evaluate its results are non-IFRS or other financial measures, including: adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted net income, adjusted earnings per share (EPS), adjusted return on invested capital (ROIC), net debt to adjusted EBITDA, days sales outstanding (DSO), free cash flow, margin (percentage of net revenue), organic growth (retraction), acquisition growth, measures described as on a constant currency basis and the impact of foreign exchange or currency fluctuations, compound annual growth rate (CAGR), net debt, total capital managed, working capital, and current ratio, as well as measures and ratios calculated using these non-IFRS or other financial measures. These measures are categorized as non-IFRS financial measures and ratios, supplementary financial measures, or capital management measures and described in the Definitions of Non-IFRS and Other Financial Measures (Definitions) and Liquidity and Capital Resources sections and, where applicable, reconciliations from the non-IFRS measure to the most directly comparable measure calculated in accordance with IFRS Accounting Standards are provided (see the Q3 2025 Financial Highlights, Financial Performance, Liquidity and Capital Resources, and Definitions sections).

These non-IFRS and other financial measures do not have a standardized meaning under IFRS Accounting Standards and, therefore, may not be comparable to similar measures presented by other issuers. Management believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, these non-IFRS and other financial measures provide useful information to investors to assist them in understanding components and trends in our financial results. These measures should not be considered in isolation or viewed as a substitute for the related financial information prepared in accordance with IFRS Accounting Standards.

Management’s Discussion and Analysis
September 30, 2025
M-1
Stantec Inc.


Business Model
Stantec is a global leader in sustainable engineering, architecture, and environmental consulting. Our professionals deliver the expertise, technology, and innovation communities need to manage aging infrastructure, demographic and population changes, the energy transition, and more. Our strategy is guided by our vision: the success of our clients, communities, and people worldwide is our greatest ambition. The diverse perspectives of our partners and interested parties drive us to think beyond what’s previously been done on critical issues like climate change, digital transformation, and future-proofing our cities and infrastructure.

At Stantec, community means everyone with an interest in the work that we do—from our project teams and industry colleagues to our clients and the people our work impacts. The Stantec community unites approximately 34,000 employees working in over 450 locations across 6 continents. Please see page M-2 of Stantec’s 2024 Annual Report for further details on our business model.

Strategic Acquisitions Completed in 2025 and 2024
Following is a list of acquisitions that contributed to revenue growth in our reportable segments and business operating units:
BUSINESS OPERATING UNITS
REPORTABLE SEGMENTS Date
Acquired
Primary Location # of Employees Infrastructure Water Buildings Environmental Services Energy & Resources
Canada
Morrison Hershfield Group Inc. (Morrison Hershfield)
February 2024
Markham, Ontario
950
United States
Morrison Hershfield February 2024
Atlanta, Georgia
200
Page Southerland Page, LLC. (Page)
July 2025
Washington, DC
1,400
Global
ZETCON Ingenieure GmbH (ZETCON)
January 2024 Bochum, Germany 645
Hydrock Holdings Limited (Hydrock)
April 2024 Bristol, England 950
Ryan Hanley Limited (Ryan Hanley)
April 2025 Galway, Ireland 150
Cosgroves Group Limited (Cosgroves)
June 2025 Christchurch, New Zealand 90

Management’s Discussion and Analysis
September 30, 2025
M-2
Stantec Inc.


Q3 2025 Financial Highlights
For the quarter ended
September 30,
For the three quarters ended
September 30,
2025 2024 2025 2024
(In millions of Canadian dollars, 
except per share amounts and percentages)
$ % of Net
Revenue
$ % of Net
Revenue
$ % of Net
Revenue
$ % of Net
Revenue
Gross revenue 2,140.5  125.5 % 1,929.4  126.5 % 6,028.4  124.2 % 5,540.5  126.3 %
Net revenue 1,705.4  100.0 % 1,524.8  100.0 % 4,855.1  100.0 % 4,388.2  100.0 %
Direct payroll costs 777.5  45.6 % 696.7  45.7 % 2,219.0  45.7 % 2,005.9  45.7 %
Project margin 927.9  54.4 % 828.1  54.3 % 2,636.1  54.3 % 2,382.3  54.3 %
Administrative and marketing expenses 616.0  36.1 % 571.6  37.5 % 1,826.3  37.6 % 1,695.8  38.6 %
Depreciation of property and equipment 18.9  1.1 % 17.4  1.1 % 53.8  1.1 % 50.4  1.1 %
Depreciation of lease assets 35.3  2.1 % 31.7  2.1 % 98.6  2.0 % 95.2  2.2 %
Net (reversal) impairment of lease assets (0.8) % 13.7  0.9 % (1.7) % 30.6  0.7 %
Amortization of intangible assets 35.8  2.1 % 36.7  2.4 % 95.8  2.0 % 99.5  2.3 %
Net interest expense and other net finance expense 28.5  1.7 % 26.9  1.8 % 71.1  1.5 % 78.5  1.8 %
Other income (4.6) (0.4 %) (2.1) (0.2 %) (15.7) (0.3 %) (6.9) (0.1 %)
Income taxes 48.8  2.9  % 29.0  1.9 % 122.4  2.5  % 75.7  1.7 %
Net income 150.0  8.8 % 103.2  6.8 % 385.5  7.9 % 263.5  6.0 %
Basic and diluted earnings per share (EPS) 1.32  n/m 0.90  n/m 3.38  n/m 2.31  n/m
Adjusted EBITDA (note) 323.4  19.0 % 274.6  18.0 % 860.1  17.7 % 733.8  16.7 %
Adjusted net income (note) 174.1  10.2 % 147.9  9.7 % 461.6  9.5 % 378.1  8.6 %
Adjusted EPS (note) 1.53  n/m 1.30  n/m 4.05  n/m 3.31  n/m
Dividends declared per common share 0.225  n/m 0.210  n/m 0.675  n/m 0.630  n/m
note: Adjusted EBITDA, adjusted net income, and adjusted EPS are non-IFRS measures (discussed in the Definitions section).
n/m = not meaningful

Q3 2025 compared to Q3 2024
We achieved record adjusted net income of $174.1 million and adjusted earnings per share of $1.53, each reflecting an increase of 17.7%, driven by net revenue growth and strong operational performance.
•Net revenue increased 11.8% or $180.6 million, to $1.7 billion, driven by 5.6% organic growth and 5.2% acquisition growth. We achieved organic growth in all of our regional and business operating units, most notably in Water with double-digit organic growth.
•Project margin increased 12.1% or $99.8 million, to $927.9 million. As a percentage of net revenue, project margin increased 10 basis points to 54.4%, remaining in line with our expectations.
•Adjusted EBITDA increased 17.8% or $48.8 million, to $323.4 million. Adjusted EBITDA margin was 19.0%, an increase of 100 basis points compared to Q3 2024. The increase in margin primarily reflects lower administrative and marketing expenses as a percentage of net revenue, mainly due to our disciplined management of operations and higher utilization.
•Net income increased 45.3% or $46.8 million, to $150.0 million, and diluted EPS increased 46.7%, or $0.42, to $1.32, mainly due to increases in project margin and, as a percentage of revenue, lower administrative
Management’s Discussion and Analysis
September 30, 2025
M-3
Stantec Inc.


and marketing expenses partly offset by higher income tax expense. As well, Q3 2024 included a non-cash impairment charge of $13.7 million from our real estate optimization strategy.
•Adjusted net income grew 17.7% or $26.2 million, to $174.1 million, achieving 10.2% of net revenue—an increase of 50 basis points. Adjusted EPS increased 17.7% or $0.23, to $1.53.
•Contract backlog increased to $8.4 billion at September 30, 2025, achieving 14.9% overall growth year over year, which includes 6.8% acquisition growth and 5.6% organic growth. Organic growth was achieved in all of our regional operating units. Contract backlog represents approximately 13 months of work.
•Operating cash flows increased $137.0 million or 76.6%, with cash inflows of $315.9 million, reflecting strong revenue growth, operational performance, and collection efforts.
•DSO was 73 days, a decrease of 4 days from December 31, 2024.
•Net debt to adjusted EBITDA (on a trailing twelve-month basis) at September 30, 2025 was 1.5x, reflecting the funding of our recent acquisition of Page, and remained within our internal target range of 1.0x to 2.0x.
•On July 31, 2025, we acquired Page, a 1,400-person architecture and engineering firm headquartered in Washington, DC that strategically complements our Buildings business and serves the advanced manufacturing, healthcare, mission critical, academic, civic, aviation, science and technology, and commercial markets.
•On November 13, 2025, our Board of Directors declared a dividend of $0.225 per share, payable on January 15, 2026, to shareholders of record on December 31, 2025.

Year-to-date Q3 2025 compared to year-to-date Q3 2024
•Net revenue increased 10.6% or $466.9 million, to $4.9 billion, driven by 5.4% organic growth and 3.1% acquisition growth, as well as the positive impact of foreign exchange. We achieved organic growth in all of our regional and business operating units.
•Project margin increased $253.8 million or 10.7%, to $2,636.1 million. As a percentage of net revenue, project margin was consistent with 2024 at 54.3%, remaining in line with our expectations.
•Adjusted EBITDA increased $126.3 million or 17.2%, to $860.1 million. Adjusted EBITDA margin increased by 100 basis points over the prior period to 17.7%, primarily reflecting lower administrative and marketing expenses as a percentage of net revenue, mainly due to our disciplined management of operations and higher utilization.
•Net income increased 46.3% or $122.0 million, to $385.5 million, and diluted EPS increased 46.3%, or $1.07, to $3.38, mainly due to increases in project margin and, as a percentage of net revenue, lower administrative and marketing expenses partly offset by higher income tax expense. As well, 2024 included a non-cash impairment charge of $30.6 million from our real estate optimization strategy.
•Adjusted net income grew 22.1% or $83.5 million, to $461.6 million, achieving 9.5% of net revenue—an increase of 90 basis points—and adjusted diluted EPS increased 22.4%, or $0.74, to $4.05.
•Operating cash flows increased $254.3 million or 86%, with cash inflows of $550.6 million, reflecting strong revenue growth, operational performance, and collection efforts.
Management’s Discussion and Analysis
September 30, 2025
M-4
Stantec Inc.


Reconciliation of Non-IFRS Financial Measures
For the quarter ended
September 30,
For the three quarters ended
September 30,
(In millions of Canadian dollars, except per share amounts) 2025 2024 2025 2024
Net income 150.0  103.2  385.5  263.5 
Add back (deduct):
Income taxes 48.8  29.0  122.4  75.7 
Net interest expense 28.1  26.7  69.8  78.0 
Net (reversal) impairment of lease assets (note 1)
(0.5) 16.0  (0.5) 34.9 
Depreciation and amortization 90.0  85.8  248.2  245.1 
Unrealized gain on equity securities
(4.0) (3.4) (3.2) (7.1)
Gain on sale of an investment interest
—  —  (3.7) — 
Acquisition, integration, and restructuring costs
(note 5)
11.0  17.3  41.6  43.7 
Adjusted EBITDA 323.4  274.6  860.1  733.8 

For the quarter ended
September 30,
For the three quarters ended
September 30,
(In millions of Canadian dollars, except per share amounts) 2025 2024 2025 2024
Net income 150.0  103.2  385.5  263.5 
Add back (deduct) after tax:
Net (reversal) impairment of lease assets (note 1)
(0.4) 12.4  (0.4) 27.1 
Amortization of intangible assets related to acquisitions (note 2) 19.4  21.2  50.2  58.2 
Unrealized gain on equity securities (note 3)
(3.1) (2.6) (2.5) (5.5)
Gain on sale of an investment interest (note 4) —  —  (2.8) — 
Acquisition, integration, and restructuring costs (note 5) 8.2  13.7  31.6  34.8 
Adjusted net income 174.1  147.9  461.6  378.1 
Weighted average number of shares outstanding - diluted 114,066,995  114,066,995  114,066,995  114,066,995 
Adjusted earnings per share 1.53  1.30  4.05  3.31 
See the Definitions section for our discussion of non-IFRS and other financial measures used and additional reconciliations of non-IFRS financial measures.
note 1: The net (reversal) impairment of lease assets includes onerous contracts associated with the impairment for the quarter ended September 30, 2025 of $0.3 (2024 - $2.3) and for the three quarters ended September 30, 2025 of $1.2 (2024 - $4.3). For the quarter ended September 30, 2025, this amount is net of tax of $(0.1) (2024 - $3.6). For the three quarters ended September 30, 2025, this amount is net of tax of $(0.1) (2024 -$7.8).
note 2: The add back of intangible amortization relates only to the amortization from intangible assets acquired through acquisitions and excludes the amortization of software purchased by Stantec. For the quarter ended September 30, 2025, this amount is net of tax of $6.3 (2024 - $6.0) and for the three quarters ended September 30, 2025, this amount is net of tax of $15.9 (2024 - $16.7).
note 3: For the quarter ended September 30, 2025, this amount is net of tax of $(0.9) (2024 - $(0.8)) and for the three quarters ended September 30, 2025, this amount is net of tax of $(0.7) (2024 - $(1.6)).
note 4: For the quarter ended September 30, 2025, this amount is net of tax of nil (2024 - nil) and for the three quarters ended September 30, 2025, this amount is net of tax of $(0.9) (2024 - nil).
note 5: The add back of certain administrative and marketing costs and depreciation primarily related to acquisition and integration expenses associated with our acquisitions and restructuring costs. For the quarter ended September 30, 2025, this amount is net of tax of $2.8 (2024 - $3.9) and for the three quarters ended September 30, 2025, this amount is net of tax of $10.0 (2024 - $10.0).
Management’s Discussion and Analysis
September 30, 2025
M-5
Stantec Inc.



Financial Targets - Revised
In our Q2 2025 Interim Report, we revised upward and narrowed certain targets contained within our 2025 guidance (provided on page M-10 in our 2024 Annual Report, incorporated here by reference) based on the strength of our financial performance to date and the outlook for the balance of this year. We continue to maintain this guidance and have increased and narrowed our expectations for adjusted EBITDA, as further described below in the Outlook section.
Previously Published 2025 Annual Range
Revised 2025 Annual Range
Targets
Net revenue growth
10% to 12% 10% to 12%
Adjusted EBITDA as % of net revenue (note)
17% to 17.4% 17.2% to 17.5%
Adjusted net income as % of net revenue (note)
above 8.8% above 8.8%
Adjusted EPS growth (note)
18.5% to 21.5% 18.5% to 21.5%
Adjusted ROIC (note)
above 12.5% above 12.5%
In setting our targets and guidance, we assumed an average value for the US dollar of $1.36, GBP of $1.84, and AU of $0.90 for the remainder of the year. For all other underlying assumptions, see page M-23. These targets reflect the recent acquisitions of Ryan Hanley, Cosgroves, and Page. They do not include any assumptions regarding the impact of revaluing our share-based compensation, as further described below.
note: Adjusted EBITDA, adjusted net income, adjusted EPS, and adjusted ROIC are non-IFRS measures discussed in the Definitions section.


Outlook
The revised guidance we provided in the Outlook section of our Q2 2025 Interim Report (incorporated here by reference) was based on our expectations for continuing high levels of activities in all regions, despite heightened levels of market uncertainty remaining in the near term, and on the completion of the Page, Ryan Hanley, and Cosgroves acquisitions. While these market uncertainties have moderated or abated in some geographies, they have continued to persist in the US in the short term. Global trends continue to drive strong demand for our services and our diversification of services across sectors and geographies creates resilience within our operations. On the strength of our operational performance in the third quarter and expectations for the fourth quarter, we have increased our expectation for adjusted EBITDA margin, while other targeted measures remain consistent.

Overall, we continue to expect net revenue growth of 10% to 12% in 2025. Our US organic net revenue growth expectations remain moderated in the lower half of the mid-single digits range due to slower procurement cycles persisting in the public sector in the near term and elevated caution in the private sectors, particularly for larger projects. We continue to expect Canada’s organic net revenue growth to be in the mid- to high-single digits, driven by continuing strong momentum and elevated backlog levels. We also continue to expect organic net revenue growth in Global to be in the mid to high single-digits, driven by continued high levels of activity in our Water business under the ongoing UK Asset Management Program (AMP) and framework agreements, strong demand in Infrastructure in Europe, and positive demand fundamentals in the Energy & Resources business.

We have increased and narrowed the range for adjusted EBITDA margin to 17.2% to 17.5%, from 17.0% to 17.4%, reflecting strong project margins driven by solid project execution and continued discipline and enhanced strategies in the management of administration and marketing costs. We continue to expect the fourth quarter to be impacted by seasonal effects contributing to a lower adjusted EBITDA margin than this range.

We continue to expect our effective tax rate to fall within a range of 23.5% to 24.5%.

Overall, we continue to expect to drive adjusted net income to a margin of greater than 8.8% of net revenue and deliver 18.5% to 21.5% growth in adjusted EPS in comparison to 2024.

Management’s Discussion and Analysis
September 30, 2025
M-6
Stantec Inc.


The above targets do not include any assumptions for additional acquisitions beyond those noted in this Outlook section or further impact from significant share price movements subsequent to September 30, 2025, and the relative total shareholder return components on our share-based compensation programs.

Financial Performance
The following sections outline specific factors that affected the results of our operations in Q3 2025 and year to date Q3 2025.

Gross and Net Revenue
While providing professional services, we incur certain direct costs for subconsultants, equipment, and other expenditures that are recoverable directly from our clients. Revenue associated with these direct costs is included in gross revenue. Because these direct costs and associated revenue can vary significantly from contract to contract, changes in gross revenue may not be indicative of our revenue trends. Accordingly, we also report net revenue (which is gross revenue less subconsultant and other direct expenses) and analyze results in relation to net revenue rather than gross revenue.

In Q3 2025, we delivered net revenue of $1.7 billion, achieving an overall 11.8% increase compared to Q3 2024. Year to date, we delivered net revenue of $4.9 billion, an overall 10.6% increase. Net revenue growth reflects solid performance in all of our regional and business operating units, double digit organic growth in our Water business, and solid contributions from our acquisitions of Page, Ryan Hanley, and Cosgroves. Public infrastructure spending and private investment continue to be key growth drivers in 2025, with strong demand across our water sectors and steady project work in our transportation sectors. Another key driver is the ongoing challenge to build climate resiliency and tackle resource security. The focus on Smart Cities and buildings, including hospitals, data centers, and other mission-critical facilities to meet the needs in the civic, healthcare, residential, and industrial markets, also continues to drive growth.

We generate over 75% of our gross revenue in foreign currencies, primarily in US dollars, British pounds (GBP), and Australian (AU) dollars. Fluctuations in these and other currencies had a net $16.1 million positive impact on our net revenue results in Q3 2025 compared to Q3 2024 and a net $93.7 million positive impact on our net revenue results year to date in 2025 compared to 2024:
•The US dollar averaged $1.36 in Q3 2024 and $1.38 in Q3 2025 —a 1.5% increase. Year to date, the US dollar averaged $1.36 in Q3 2024 and $1.40 in Q3 2025 — a 2.9% increase. The strengthened US dollar compared to the Canadian dollar had a positive effect on gross and net revenues.
•The GBP averaged $1.77 in Q3 2024 and $1.86 in Q3 2025—a 5.1% increase. Year to date, the GBP averaged $1.74 in Q3 2024 and $1.84 in Q3 2025 —a 5.7% increase. The strengthened GBP compared to the Canadian dollar had a positive effect on gross and net revenues.
•The AU dollar averaged $0.91 in Q3 2024 and $0.90 in Q3 2025—a 1.1% decrease. Year to date, the AU dollar averaged $0.90 in Q3 2024 and Q3 2025. The weakened AU dollar during the quarter compared to the Canadian dollar had a negative effect on gross and net revenues.

Fluctuations in other foreign currencies did not have a material impact on our gross and net revenue.

Revenue earned by acquired companies in the first 12 months following an acquisition is reported as revenue from acquisitions and thereafter as organic revenue.

Management’s Discussion and Analysis
September 30, 2025
M-7
Stantec Inc.


Gross Revenue by Reportable Segment - Q3 2025
(In millions of Canadian dollars, except percentages) Q3 2025 Q3 2024 Total Change Change Due to Acquisitions Change Due to Foreign Exchange Change Due to Organic Growth (Retraction) % of Organic Growth (Retraction)
Canada 484.5 438.6 45.9  n/a 45.9 10.5 %
United States 1,177.1 1,034.3 142.8 99.9 9.3 33.6 3.2 %
Global 478.9 456.5 22.4 11.4 11.8 (0.8) (0.2) %
Total 2,140.5 1,929.4 211.1 111.3 21.1 78.7
Percentage Growth 10.9 % 5.8 % 1.0 % 4.1 %

Net Revenue by Reportable Segment - Q3 2025
(In millions of Canadian dollars, except percentages) Q3 2025 Q3 2024 Total Change Change Due to Acquisitions Change Due to Foreign Exchange Change Due to Organic Growth % of Organic Growth
Canada 399.6 371.5 28.1  n/a 28.1 7.6 %
United States 888.0 775.9 112.1 69.2 7.1 35.8 4.6 %
Global 417.8 377.4 40.4 10.5 9.0 20.9 5.5  %
Total 1,705.4 1,524.8 180.6 79.7 16.1 84.8
Percentage Growth 11.8 % 5.2 % 1.0 % 5.6 %

Gross Revenue by Reportable Segment - year-to-date Q3 2025
(In millions of Canadian dollars, except percentages) Q3 2025 YTD Q3 2024 YTD Total Change Change Due to Acquisitions Change Due to Foreign Exchange Change Due to Organic Growth % of Organic Growth
Canada 1,371.1 1,229.8 141.3 11.4  n/a 129.9 10.6 %
United States 3,270.1 3,044.0 226.1 106.5 86.5 33.1 1.1 %
Global 1,387.2 1,266.7 120.5 60.0 38.0 22.5 1.8  %
Total 6,028.4 5,540.5 487.9 177.9 124.5 185.5
Percentage Growth 8.8 % 3.2 % 2.3 % 3.3 %

Net Revenue by Reportable Segment - year-to-date Q3 2025
(In millions of Canadian dollars, except percentages) Q3 2025 YTD Q3 2024 YTD Total Change Change Due to Acquisitions Change Due to Foreign Exchange Change Due to Organic Growth % of Organic Growth
Canada 1,165.4 1,065.9 99.5 9.0  n/a 90.5 8.5 %
United States 2,512.5 2,285.4 227.1 74.8 64.7 87.6 3.8 %
Global 1,177.2 1,036.9 140.3 52.2 29.0 59.1 5.7  %
Total 4,855.1 4,388.2 466.9 136.0 93.7 237.2
Percentage Growth 10.6 % 3.1 % 2.1 % 5.4 %

Management’s Discussion and Analysis
September 30, 2025
M-8
Stantec Inc.


Gross Revenue by Business Operating Unit - Q3 2025
(In millions of Canadian dollars, except percentages) Q3 2025 Q3 2024 Total Change Change Due to Acquisitions Change Due to Foreign Exchange Change Due to Organic Growth (Retraction) % of Organic Growth (Retraction)
Infrastructure 537.7 532.4 5.3 6.2 (0.9) (0.2 %)
Water 450.4 397.0 53.4 7.7 5.1 40.6 10.2 %
Buildings 551.8 423.2 128.6 103.6 3.3 21.7 5.1 %
Environmental Services 403.1 395.3 7.8 3.8 4.0 1.0 %
Energy & Resources 197.5 181.5 16.0 2.7 13.3 7.3 %
Total 2,140.5 1,929.4 211.1 111.3 21.1 78.7
Percentage Growth 10.9 % 5.8 % 1.0 % 4.1 %

Net Revenue by Business Operating Unit - Q3 2025
(In millions of Canadian dollars, except percentages) Q3 2025 Q3 2024 Total Change Change Due to Acquisitions Change Due to Foreign Exchange Change Due to Organic Growth % of Organic Growth
Infrastructure 440.8 428.5 12.3 5.0 7.3 1.7 %
Water 370.6 319.2 51.4 7.0 3.4 41.0 12.8 %
Buildings 420.4 329.2 91.2 72.7 2.8 15.7 4.8 %
Environmental Services 294.7 286.8 7.9 2.8 5.1 1.8 %
Energy & Resources 178.9 161.1 17.8 2.1 15.7 9.7 %
Total 1,705.4 1,524.8 180.6 79.7 16.1 84.8
Percentage Growth 11.8 % 5.2 % 1.0 % 5.6 %

Gross Revenue by Business Operating Unit - year-to-date Q3 2025
(In millions of Canadian dollars, except percentages) Q3 2025 YTD Q3 2024 YTD Total Change Change Due to Acquisitions Change Due to Foreign Exchange Change Due to Organic Growth % of Organic Growth
Infrastructure 1,575.4 1,520.7 54.7 15.0 32.7 7.0 0.5 %
Water 1,300.6 1,168.3 132.3 12.1 31.3 88.9 7.6 %
Buildings 1,422.1 1,227.1 195.0 143.0 24.4 27.6 2.2 %
Environmental Services 1,121.1 1,089.3 31.8 0.4 23.8 7.6 0.7 %
Energy & Resources 609.2 535.1 74.1 7.4 12.3 54.4 10.2 %
Total 6,028.4 5,540.5 487.9 177.9 124.5 185.5
Percentage Growth 8.8 % 3.2 % 2.3 % 3.3 %

Management’s Discussion and Analysis
September 30, 2025
M-9
Stantec Inc.


Net Revenue by Business Operating Unit - year-to-date Q3 2025
(In millions of Canadian dollars, except percentages) Q3 2025 YTD Q3 2024 YTD Total Change Change Due to Acquisitions Change Due to Foreign Exchange Change Due to Organic Growth % of Organic Growth
Infrastructure 1,297.7 1,226.8 70.9 11.5 25.7 33.7 2.7 %
Water 1,064.2 929.2 135.0 10.6 22.8 101.6 10.9 %
Buildings 1,113.9 945.3 168.6 108.5 17.9 42.2 4.5 %
Environmental Services 845.5 811.6 33.9 0.4 17.5 16.0 2.0 %
Energy & Resources 533.8 475.3 58.5 5.0 9.8 43.7 9.2 %
Total 4,855.1 4,388.2 466.9 136.0 93.7 237.2
Percentage Growth 10.6 % 3.1 % 2.1 % 5.4 %

Canada
We achieved 7.6% net revenue growth during the quarter and 9.3% year to date, reflecting strong organic growth and acquisition growth. We delivered robust growth in our Water, Energy & Resources, and Infrastructure businesses. Continued momentum on wastewater solution projects contributed to over 20% organic growth in Water, and consistent progress on major power-intensive industrial processes projects drove double-digit organic growth in Energy & Resources. Solid growth in Infrastructure was primarily spurred by land development projects in Alberta, airport sector projects in Quebec, as well as transit and rail projects and bridge sector work in eastern Canada. Public sector investment drove growth in Buildings, primarily in our healthcare and civic markets.

United States
Net revenue increased 14.4% during the quarter and 9.9% year to date, reflecting solid acquisition and organic growth and positive foreign exchange impacts. In Buildings, our acquisition of Page and net organic growth contributed to over 40% net revenue increase during the quarter and over 20% year to date. Public and private investments across most of our sectors, particularly in mission critical, science and technology, and civic contributed to organic growth in Buildings. Organic growth in Water, driven by large public sector water supply and wastewater treatment projects, contributed to double-digit growth in the quarter. Organic growth in Environmental Services was primarily driven by our energy transition, mining, and infrastructure sectors, as well as continued work for a large utility provider.

Global
In our Global operations, we achieved net revenue growth of 10.7% during the quarter and 13.5% year to date, reflecting solid organic and acquisition growth, along with positive foreign exchange impacts. Our industry-leading Water business continued to deliver consecutive double-digit organic growth through long-term framework agreements and public sector investment in water infrastructure across the UK, Australia, and New Zealand. The ramp up of projects in Chile and Peru drove double-digit growth in Energy & Resources as the growing need for energy-transition solutions continued to drive demand in mining for copper. We also achieved double-digit organic growth in our German Infrastructure business due to momentum on a major public sector electrical transmission project and increased volume on transit and rail projects. This growth was partly offset by year-to-date organic retraction in Buildings, due to the wind down of several significant projects in 2025 that contributed to double-digit growth last year, and overall softening in Australia's market conditions which impacted non-Water business lines.

Backlog
We define “backlog” as the total value of all contracts that have been awarded less the total value of work completed on these contracts as of the reporting date. Our backlog equates to our remaining performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period, as reported under IFRS Accounting Standards.

Our contract backlog at September 30, 2025 stands at $8.4 billion, reflecting an increase of $1.1 billion since September 30, 2024, and represents approximately 13 months of work. Acquisitions completed in 2025 contributed to 6.8% growth or $498.6 million, primarily within Buildings and Water. Backlog grew organically by 5.6%, or $405.8 million, in all of our regions, primarily driven by our US and Global operations, and particularly in our Water and Buildings businesses.
Management’s Discussion and Analysis
September 30, 2025
M-10
Stantec Inc.



Compared to December 31, 2024, our backlog grew 7.3%, or $572.5 million, reflecting acquisition growth of 6.4%, or $498.6 million, and organic growth of 2.1%, or $161.4 million. Organic growth was primarily driven by our Canada and Global operations and particularly in our Water and Buildings businesses. Certain project delays due to slower procurement cycles persisting in the public sector contributed to flat organic growth in our US operations.

Backlog by Reportable Segment - September 30, 2025 vs September 30, 2024
(In millions of Canadian dollars, except percentages) Sep 30, 2025
Sept 30, 2024
Total Change Change Due to Acquisitions Change Due to Foreign Exchange
Change Due to Organic Growth
% of Organic Growth
Canada 1,732.6 1,700.4  32.2  n/a 32.2 1.9  %
United States 5,052.7 4,169.2  883.5 476.5 132.0 275.0 6.6  %
Global 1,611.1 1,439.5  171.6 22.1 50.9 98.6 6.8  %
Total 8,396.4 7,309.1  1,087.3 498.6 182.9 405.8
Percentage Growth
14.9  % 6.8  % 2.5  % 5.6  %

Backlog By Reportable Segment - September 30, 2025 vs December 31, 2024
(In millions of Canadian dollars, except percentages) Sep 30, 2025 Dec 31, 2024 Total Change Change Due to Acquisitions Change Due to Foreign Exchange
Change Due to Organic Growth (Retraction)
% of Organic Growth
Canada 1,732.6 1,687.1  45.5 n/a 45.5 2.7  %
United States 5,052.7 4,722.6  330.1 476.5 (144.2) (2.2) —  %
Global 1,611.1 1,414.2  196.9 22.1 56.7 118.1 8.4  %
Total 8,396.4 7,823.9  572.5 498.6 (87.5) 161.4
Percentage Growth (Retraction)
7.3  % 6.4  % (1.2) % 2.1  %


Major Project Awards
We continue to secure major projects across various sectors, demonstrating our expertise and commitment to delivering impactful solutions for clients. Our strategic partnerships facilitated growth and expansion across the regions we serve and led to a number of impactful opportunities.

Canada
The Energy & Resources team was recently selected by Manitoba Hydro to serve as Owner’s Engineer for the High Voltage Direct Current Reliability Project. The $7 billion project represents a critical step in strengthening Manitoba’s energy infrastructure to provide reliable power throughout the province. Building on a long-standing relationship with the City of Montreal, the Infrastructure team was awarded a three-year contract to provide urban planning, landscape architecture, and engineering services. The various projects will include engineering services for roadways and public places, underground infrastructure, street lighting, and traffic lights. The Buildings team will deliver comprehensive modified design-build services of a warehouse building for the Canadian Forces Base in Cold Lake, Alberta to support the storage, handling, and distribution of materials associated with the Future Fighter Capability project, through a strategic partnership. Our Water team has been selected by the City of Windsor, Ontario to provide engineering consulting services valued at $12 million for a new wastewater treatment basin along the Windsor-Detroit riverfront.

United States
The Infrastructure team was recently selected for a US$745 million project to widen 20 miles along the SC-90 corridor in South Carolina. Stantec will be responsible for shaping the overall project vision and layout, focusing on traffic operations, access management, bicycle and pedestrian infrastructure, and impact minimization. The Buildings team was recently awarded a US$20 million project to design the initial 300–350 MW phase of a data center campus, which will ultimately scale up to 1 GW. Stantec’s scope includes buildings engineering, architectural design,
Management’s Discussion and Analysis
September 30, 2025
M-11
Stantec Inc.


automation and technology services, civil engineering, and substation design. The Environmental Services team was awarded an ecosystem restoration implementation project for a large global technology company’s new data center, positioning Stantec as the go-to firm for biodiversity-related consulting services. The Water team has renewed its work supporting the Pure Water Los Angeles program. This initiative will create a new and sustainable supply of drinking water through an advanced water purification system, supporting the transition to a 70 percent local water supply. The team will continue providing conceptual design for the full-scale facilities, operate a new advanced water treatment demonstration facility, support ongoing regulatory and environmental permitting as well as provide program management support services for Pure Water Los Angeles.

Global
In Western Australia, the Buildings team will deliver specialist engineering services for two hospital projects including a new 94,500 sqm hospital valued at nearly AU$1 billion, and refurbishment and expansion work at Osborne Park Hospital valued at more than AU$250 million. These projects will enhance healthcare for women, newborns, and families. In Southeast Asia, the Energy & Resources team will lead the project setup and delivery of the definitive feasibility study for a major gold and copper mine. Stantec’s industry-leading UK Water team was awarded two projects for a major water provider, which focus on minimizing stormwater overflows, improving water quality, and reducing the risk of flooding.

Project Margin
In general, project margin fluctuations depend on the particular mix of projects in progress during any quarter and on project execution. The fluctuations reflect our business model, which is based on providing services across diverse geographic locations, business operating units, and all phases of the infrastructure and facilities project life cycle. For a definition of project margin, refer to the Financial Performance section of our 2024 Annual Report (incorporated here by reference).

Project margin in the quarter increased $99.8 million, or 12.1%, and as a percentage of net revenue, project margin increased to 54.4% from 54.3%. Year to date, project margin increased $253.8 million, or 10.7%, and as a percentage of net revenue, project margin remained consistent at 54.3% compared to 2024. Net revenue growth driven by strong public and private investments contributed to project margin increases. As a percentage of net revenue, project margin remained in line with our expectations.

Project Margin by Reportable Segment
  Quarter Ended Sep 30, Three Quarters Ended Sep 30,
  2025 2024 2025 2024
(In millions of Canadian dollars, except percentages) $ % of Net
Revenue
$ % of Net
Revenue
$ % of Net
Revenue
$ % of Net
Revenue
Canada 215.7  54.0 % 197.4  53.1% 625.2  53.6 % 567.0  53.2%
United States 486.8  54.8 % 426.1  54.9% 1,381.9  55.0 % 1,256.2  55.0%
Global 225.4  53.9 % 204.6  54.2% 629.0  53.4 % 559.1  53.9%
Total 927.9  54.4 % 828.1  54.3% 2,636.1  54.3 % 2,382.3  54.3%

Management’s Discussion and Analysis
September 30, 2025
M-12
Stantec Inc.


Project Margin by Business Operating Unit
  Quarter Ended Sep 30, Three Quarters Ended Sep 30,
  2025 2024 2025 2024
(In millions of Canadian dollars, except percentages) $ % of Net
Revenue
$ % of Net
Revenue
$ % of Net
Revenue
$ % of Net
Revenue
Infrastructure 238.1  54.0 % 228.6  53.3% 696.1  53.6 % 652.0  53.1%
Water 201.8  54.5 % 176.1  55.2% 575.6  54.1 % 514.0  55.3%
Buildings 223.7  53.2 % 176.8  53.7% 596.9  53.6 % 511.8  54.1%
Environmental Services 168.8  57.3 % 163.0  56.8% 481.5  56.9 % 457.0  56.3%
Energy & Resources 95.5  53.4 % 83.6  51.9% 286.0  53.6 % 247.5  52.1%
Total 927.9  54.4 % 828.1  54.3% 2,636.1  54.3 % 2,382.3  54.3%

In Canada, project margin in the quarter increased $18.3 million to $215.7 million and year to date increased $58.2 million to $625.2 million. As a percentage of net revenue, project margin increased 90 basis points in the quarter to 54.0% and 40 basis points year to date to 53.6%. Solid project execution in Infrastructure and strong volume on higher margin work in Energy & Resources and Water contributed to project margin increases.

In our US operations, project margin in the quarter increased $60.7 million to $486.8 million and year to date increased $125.7 million to $1,381.9 million. As a percentage of net revenue, project margin remained consistent in the quarter at 54.8% and year to date at 55.0%. Consistent project execution contributed to solid project margins.

In our Global operations, project margin in the quarter increased $20.8 million to $225.4 million and year to date increased $69.9 million to $629.0 million. As a percentage of net revenue, project margin decreased in the quarter by 30 basis points to 53.9% and 50 basis points year to date to 53.4%. The decrease was due to lower margins in our Water business due to a shift in project mix. Partly offsetting the decrease was strong volume on higher margin work in Energy & Resources and solid project execution in Environmental Services.

Administrative and Marketing Expenses
Administrative and marketing expenses in the quarter decreased as a percentage of net revenue by 140 basis points to 36.1% and 100 basis points year to date to 37.6%. Our disciplined management of operations and higher utilization resulted in lower administrative and marketing costs as a percentage of net revenue. Occupancy costs were also lower compared to 2024 as we had recorded an onerous contract charge in the prior period of $4.3 million associated with our real estate optimization plan.

Net (Reversal) Impairment of Lease Assets
The net impairment reversal of lease assets was $1.7 million in the first three quarters of 2025 compared to a non-cash impairment charge of $30.6 million in 2024 related to our real estate optimization objectives outlined in our 2024-2026 Strategic Plan.

Net Interest Expense and Other Net Finance Expense
Net interest expense and other net finance expense increased $1.6 million in the quarter and decreased $7.4 million in the first three quarters of 2025. Year to date, the decrease was primarily due to lower interest rates on our revolving credit and term loan facilities, partly offset by higher overall net debt in the quarter to fund our acquisitions.

Other Income
Other income was $15.7 million in the first three quarters of 2025 compared to $6.9 million in the same period in 2024. The increase was primarily related to a gain of $3.7 million recognized on the sale of an investment interest.

Income Taxes
Our effective income tax rate increased from 21.9% in Q3 2024 to 24.5% in Q3 2025 and year to date from 22.3% in 2024 to 24.1% in 2025. For the quarter and year to date, the effective tax rate increased from 2024 due to the mix of earnings from the various jurisdictions we operate in and moderating impacts on tax planning strategies.
Management’s Discussion and Analysis
September 30, 2025
M-13
Stantec Inc.


Summary of Quarterly Results
The following table presents selected data derived from our consolidated financial statements for each of the eight most recently completed quarters. This information should be read in conjunction with the applicable interim unaudited and annual audited consolidated financial statements and related notes.

Quarterly Unaudited Financial Information
2025
2024
2023
(In millions of Canadian dollars, except per share amounts)
Q3
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Gross revenue 2,140.5  1,964.3  1,923.6  1,959.5  1,929.4  1,889.7  1,721.4  1,609.0 
Net revenue 1,705.4  1,596.7  1,553.0  1,478.4  1,524.8  1,493.3  1,370.1  1,242.2 
Net income
150.0  135.4  100.1  98.0  103.2  83.2  77.1  70.5 
Diluted earnings per share
1.32  1.19  0.88  0.86  0.90  0.73  0.68  0.63 
Adjusted net income (note)
174.1  154.7  132.8  126.2  147.9  127.2  103.0  91.4 
Adjusted EPS (note)
1.53  1.36  1.16  1.11  1.30  1.12  0.90  0.82 
note: Adjusted net income and adjusted EPS are non-IFRS measures further discussed in the Definitions section.
Quarterly EPS and adjusted EPS are not additive and may not equal the annual EPS reported. This is a result of the effect of shares issued on the weighted average number of shares.

The table below compares quarters, summarizing the impact of organic and acquisition growth and foreign exchange on net revenue:

Q3 2025 Q2 2025 Q1 2025 Q4 2024
vs. vs. vs. vs.
(In millions of Canadian dollars) Q3 2024 Q2 2024 Q1 2024 Q4 2023
Increase in net revenue due to
Organic growth 84.8  71.8  80.6  116.0 
Acquisition growth 79.7  12.4  43.9  94.9 
Impact of foreign exchange rates on revenue earned by foreign subsidiaries 16.1  19.2  58.4  25.3 
Total increase in net revenue 180.6  103.4  182.9  236.2 

We experience variability in our results of operations from quarter to quarter due to the nature of the sectors and geographic locations we operate in. In the first and fourth quarters, we see slowdowns related to winter weather conditions in the northern hemisphere and holiday schedules. The increase in net revenue in Q3 2025 compared to Q3 2024 reflects organic growth, revenue contributions from acquisitions completed in the last twelve months, and net positive foreign exchange impacts. (See additional information on the operating results in our MD&A for each respective quarter.)
Management’s Discussion and Analysis
September 30, 2025
M-14
Stantec Inc.


Statements of Financial Position
The following table highlights the major changes to assets, liabilities, and equity since December 31, 2024:
(In millions of Canadian dollars) Sep 30, 2025 Dec 31, 2024
Total current assets 2,917.0  2,549.0 
Property and equipment 307.4  299.0 
Lease assets 566.7  474.3 
Goodwill 3,277.5  2,712.5 
Intangible assets 573.5  427.0 
Net employee defined benefit asset 80.9  75.0 
Deferred tax assets 89.4  119.3 
Other assets 307.9  300.0 
Total assets 8,120.3  6,956.1 
Current portion of long-term debt 274.3  175.0 
Current portion of provisions 65.5  66.4 
Current portion of lease liabilities 120.9  113.6 
All other current liabilities 1,836.1  1,624.0 
Total current liabilities 2,296.8  1,979.0 
Lease liabilities 588.3  528.6 
Long-term debt 1,697.3  1,208.5 
Provisions 175.2  167.9 
Net employee defined benefit liability 19.8  22.4 
Deferred tax liabilities 58.6  63.6 
Other liabilities 54.5  41.0 
Equity 3,229.8  2,945.1 
Total liabilities and equity 8,120.3  6,956.1 
Refer to the Liquidity and Capital Resources section for an explanation of the changes in current assets, current liabilities, and shareholders’ equity.

The carrying amounts of assets and liabilities for our US operations and other global subsidiaries on our consolidated statements of financial position decreased due to the weakening of the US dollar relative to the Canadian dollar, partly offset by the strengthening of the British pound and Australian dollar relative to the Canadian dollar.

The acquisition of Page, Cosgroves, and Ryan Hanley increased goodwill by $571.8 million, intangible assets
$215.3 million, lease assets by $116.5 million, and property and equipment by $22.5 million. These values are based on a preliminary purchase price allocation and are pending a final determination of the fair value of the assets and liabilities acquired. The final allocation may differ from the preliminary allocation.

Partly offsetting the impact of acquisitions was a decrease to deferred tax assets due to changes to the treatment of research and experimentation expenditures in the US under the “One Big Beautiful Bill Act” (Bill), which was signed into law on July 4, 2025. This reduced our deferred tax asset and increased our income taxes recoverable. Additional decreases to long-term assets include depreciation and amortization expenses related to property and equipment, lease assets and intangible assets, partly offset by respective additions and modifications.

Total long-term debt increased $588.1 million due to the issuance of $425 million in senior unsecured notes and increases to notes payable, primarily to finance our 2025 acquisitions, partly offset by repayments made on our revolving credit facility. We also entered into a US$100 million bilateral revolving credit facility in the third quarter.
Management’s Discussion and Analysis
September 30, 2025
M-15
Stantec Inc.


Other increases include acquisition additions of lease liabilities of $111.1 million, party offset by lease payments made.

Liquidity and Capital Resources
We are able to meet our liquidity needs through various sources, including cash generated from operations; long- and short-term borrowings (further described in the Capital Management section); and the issuance of common shares. We use funds primarily to pay operational expenses; complete acquisitions; sustain capital spending on property, equipment, and software; repay long-term debt; repurchase shares; and pay dividend distributions to shareholders.

We believe that internally generated cash flows, supplemented by borrowings, if necessary, will be sufficient to cover our normal operating and capital expenditures. However, under certain favorable market conditions, we do consider issuing common shares to facilitate acquisition growth or to reduce borrowings under our credit facilities.

Working Capital
The following table summarizes working capital information at September 30, 2025, compared to December 31, 2024:

(In millions of Canadian dollars, except ratios) Sep 30, 2025 Dec 31, 2024
Current assets 2,917.0  2,549.0 
Current liabilities 2,296.8  1,979.0 
Working capital (note) 620.2  570.0 
Current ratio (note) 1.27  1.29 
note: See the Definitions section for our discussion of supplementary financial measures used.

The carrying amounts of assets and liabilities for our US operations and other global subsidiaries on our consolidated statements of financial position decreased due to the weakening of the US dollar relative to the Canadian dollar, partly offset by the strengthening of the British pound and Australian dollar relative to the Canadian dollar.

Current assets increased due to a collective increase of $157.4 million in trade and other receivables, unbilled receivables, and contract assets, primarily from our acquisitions completed in 2025. Increases in cash and deposits of $133.0 million (explained in the Cash Flows section), higher income taxes recoverable due to the application of the new US Bill and the timing of installment payments, and higher prepaid expenses due to increased subscription renewal fees for certain cloud-based software solutions also contributed to increases in current assets.

Our DSO, defined in the Definitions section, was 73 days at September 30, 2025, a decrease of 7 days compared to September 30, 2024 and 4 days compared to December 31, 2024, and below our stated internal guideline of 80 days.

The increase in current liabilities was primarily related to the increase in trade and other payables resulting from acquisitions completed in 2025 and the timing of payroll payments, the current portion of long-term debt (explained in the Statements of Financial Position section of this MD&A), deferred revenue from acquisitions partly offset by the timing of billings, and higher income taxes payable due to the timing of installment payments.

Cash Flows
Our cash flows from and used in operating, investing, and financing activities are reflected in the consolidated statements of cash flows and are summarized below:
Quarter Ended Sep 30, Three Quarters Ended Sep 30,
(In millions of Canadian dollars) 2025 2024 Change 2025 2024 Change
Cash flows from operating activities 315.9  178.9  137.0  550.6  296.3  254.3 
Cash flows used in investing activities (430.8) (32.7) (398.1) (511.7) (605.2) 93.5 
Cash flows from (used in) financing activities 123.8  (103.0) 226.8  104.5  209.9  (105.4)

Management’s Discussion and Analysis
September 30, 2025
M-16
Stantec Inc.


Cash Flows From Operating Activities
Cash flows from operating activities were $550.6 million, an increase of $254.3 million or 86% compared to 2024. The cash flow increase was primarily due to strong revenue growth, operational performance, and collection efforts. Partly offsetting the increase is higher tax installments paid.

Cash Flows Used in Investing Activities
Cash flows used in investing activities were $511.7 million compared to $605.2 million in 2024, a decrease of $93.5 million. Net cash used to fund our acquisitions of Page, Ryan Hanley, and Cosgroves was $453.9 million compared to $555.0 million for acquisitions completed in 2024. Cash used to purchase property and equipment and intangible assets of $49.4 million was also lower compared to $95.9 million in 2024. Partly offsetting these decreases, the net purchases of investments held for self-insured liabilities were $10.4 million compared to net proceeds of $39.5 million in the comparative period.

Cash Flows From (Used In) Financing Activities
Cash flows from financing activities were $104.5 million, a $105.4 million decrease in cash inflows compared to 2024. Cash inflows were $84.0 million lower due to net proceeds from our issuance of senior unsecured notes of $422.9 million partly offset by net repayments of long debt of $140.8 million, compared to net proceeds of $366.1 million in 2024. In addition, cash outflows for lease liabilities were $25.3 million higher in the current period due to our 2025 acquisitions and higher tenant improvement allowances received in 2024.

Capital Management
Our objective in managing Stantec's capital is to provide sufficient capacity to cover normal operating and capital expenditures and to have flexibility for financing future growth. We focus our capital allocations on increasing shareholder value through funding accretive acquisitions in pursuit of our growth strategy while maintaining a strong balance sheet, repurchasing shares opportunistically, and managing dividend increases to our target payout ratio in a sustainable manner.

We manage our capital structure according to our internal guideline of maintaining a net debt to adjusted EBITDA ratio (actual trailing twelve months) of less than 2.0 to 1.0. There may be occasions when we exceed our target by completing acquisitions that increase our debt level for a period of time.

(In millions of Canadian dollars, except ratios) Sep 30, 2025 Dec 31, 2024
Current and non-current portion of long-term debt 1,971.6  1,383.5 
Less: cash and cash equivalents (361.5) (228.5)
Bank indebtedness 27.1  17.1 
Net debt 1,637.2  1,172.1 
Shareholders' equity 3,229.8  2,945.1 
Total capital managed 4,867.0  4,117.2 
Trailing twelve months adjusted EBITDA (note)
1,106.6  980.3 
Net debt to adjusted EBITDA ratio (note)
1.5  1.2 
note: See the Definitions section for our discussion of non-IFRS measures used.

At September 30, 2025, our net debt to adjusted EBITDA ratio was 1.5x, remaining within our stated internal guideline and higher compared to December 31, 2024 due to our recent acquisitions of Page, Cosgroves, and Ryan Hanley, which resulted in higher overall net debt.

Our credit facilities include:
•senior unsecured notes of $975 million;
•syndicated senior unsecured credit facilities of $1.5 billion, structured as a sustainability-linked loan, consisting of a revolving credit facility in the maximum of $1.2 billion and a term loan of $310 million (with access to additional funds of $600 million through an accordion feature);
•unsecured bilateral credit facilities, including a term facility of CA$100 million and a revolving facility of US$100 million; and
Management’s Discussion and Analysis
September 30, 2025
M-17
Stantec Inc.


•an uncommitted unsecured multicurrency credit facility of £20 million and an overdraft facility of AU$5 million.
We issued $425 million of senior unsecured notes on June 10, 2025 that mature on June 10, 2032. We amended our syndicated senior unsecured credit facilities on June 11, 2025, which increased the senior revolving credit facility from $800 million to $1.2 billion and extended its maturity date from June 27, 2029 to June 11, 2030. For our unsecured bilateral credit facilities, we renewed our CA$100 million term facility on June 26, 2025 to mature on June 26, 2026, and entered into a US$100 million revolving facility on July 15, 2025 to mature on July 15, 2027. The increase in our credit facilities reflects the growth in our operations and credit capacity and ensures we have the flexibility to capitalize on growth opportunities.

We are required to comply with certain covenants as part of our senior unsecured notes, syndicated senior unsecured credit facilities, and unsecured bilateral credit facilities. The key financial covenants include, but are not limited to, ratios that measure our debt relative to our profitability (as defined by the credit facilities agreement).

At September 30, 2025, $1,154.5 million was available in our credit facilities for future activities and we were in compliance with the covenants related to our credit facilities as at and throughout the period ended September 30, 2025.

Shareholders’ Equity
Shareholders’ equity increased $284.7 million from December 31, 2024. The increase in shareholders' equity was mainly due to net income of $385.5 million earned in the first three quarters of 2025, partly offset with dividends declared of $77.1 million and other comprehensive loss of $23.7 million, primarily related to exchange differences on translation of our foreign subsidiaries.

Our Normal Course Issuer Bid (NCIB) on the TSX was renewed on December 11, 2024, enabling us to repurchase up to 2,281,339 of our common shares during the period of December 13, 2024 to December 12, 2025. We also have an Automatic Share Purchase Plan with a broker that allows the purchase of common shares for cancellation under the NCIB at any time during predetermined trading blackout periods within certain pre-established parameters.

Other
Outstanding Share Data
Common shares outstanding were 114,066,995 at September 30, 2025 and November 13, 2025. No shares were repurchased from October 1, 2025 to November 13, 2025 under our NCIB or our Automatic Share Purchase Plan.

Contractual Obligations
The nature and extent of our contractual obligations did not change materially from those described in the Contractual Obligations section of our 2024 Annual Report (incorporated here by reference) other than additions to long-term debt (described in the Liquidity and Capital Resources section) and the acquisition additions of leases (described in the Statements of Financial Position section). Management believes sufficient liquidity is available to meet our contractual obligations as at September 30, 2025.

Off-Balance Sheet Arrangements
The nature and extent of our off-balance sheet arrangements did not change materially from those described in the Off-Balance Sheet Arrangements section of our 2024 Annual Report (incorporated here by reference).

Financial Instruments and Market Risk
At September 30, 2025, the nature and extent of our use of financial instruments did not change materially from those described in the Financial Instruments and Market Risk section of our 2024 Annual Report (incorporated here by reference).

Related-Party Transactions
Transactions with subsidiaries, structured entities, associated companies, joint ventures, and key management personnel are further described in note 32 of our audited consolidated financial statements for the year ended December 31, 2024 (included in our 2024 Annual Report and incorporated here by reference). At September 30,
Management’s Discussion and Analysis
September 30, 2025
M-18
Stantec Inc.


2025, the nature and extent of these transactions were not materially different from those disclosed in the 2024 Annual Report.

Critical Accounting Developments, Estimates, and Measures
Recent Accounting Pronouncements
Accounting amendments effective in 2025 and disclosed in note 3 of our unaudited interim consolidated financial statements for the quarter ended September 30, 2025 (incorporated here by reference) did not have a material impact on the consolidated financial statements or accounting policies for the three quarters ended September 30, 2025.

Future Adoptions
Standards, amendments, and interpretations that we reasonably expect to be applicable at a future date and intend to adopt when they become effective are described in note 6 of our 2024 audited consolidated financial statements and note 3 of our unaudited interim consolidated financial statements for the quarter ended September 30, 2025 (both incorporated here by reference). We are currently considering the impact of adopting these standards, amendments, and interpretations on our consolidated financial statements.

Critical Accounting Estimates
The preparation of consolidated financial statements in accordance with IFRS Accounting Standards requires us to make various estimates and assumptions. However, future events may result in significant differences between estimates and actual results.

There has been no significant change in our critical accounting estimates from those described in our 2024 Annual Report in the Critical Accounting Estimates, Developments, and Measures section and in note 5 of our December 31, 2024 audited consolidated financial statements (incorporated here by reference).

Definitions of Non-IFRS and Other Financial Measures
This MD&A includes references to and uses measures and terms that are not specifically defined in IFRS Accounting Standards and do not have any standardized meaning prescribed by IFRS Accounting Standards. These measures and terms are defined below. These non-IFRS and other financial measures may not be comparable to similar measures presented by other companies. We believe that the measures defined here are useful for providing investors with additional information to assist them in understanding components of our financial results.

Non-IFRS Financial Measures and Ratios

Adjusted Measures
We use several adjusted financial measures because we believe they are useful for providing securities analysts, investors, and other interested parties with additional information to assist them in understanding components of our financial results (including a more complete understanding of factors and trends affecting our operating performance). These adjusted measures also provide supplemental measures of operating performance and improve comparability of operating results from one period to another, thus highlighting trends that may not otherwise be apparent when relying solely on IFRS Accounting Standards financial measures. Unless otherwise noted, a reconciliation of these adjusted measures to the most directly comparable IFRS Accounting Standards measure is included on page M-5.

Adjusted EBITDA represents net income from continuing operations before interest expense, income taxes, depreciation of property and equipment, depreciation of lease assets, amortization of intangible assets, impairment charges and reversals thereof, acquisition, integration and restructuring costs, and other adjustments for other specific items that are significant but are not reflective of our underlying operations. Specific items are subjective; however, we use our judgement and informed decision-making when identifying items to be excluded in calculating our adjusted measures. We use adjusted EBITDA as a measure of pre-tax operating cash flow. The most comparable IFRS Accounting Standards measure for adjusted EBITDA is net income.

Adjusted Net Income represents net income from continuing operations excluding the amortization of intangibles acquired through acquisitions, impairment charges and reversals thereof, acquisition, integration and restructuring costs, and adjustments for other specific items that are significant but are not reflective of our underlying operations,
Management’s Discussion and Analysis
September 30, 2025
M-19
Stantec Inc.


all on an after-tax basis. Specific items are subjective; however, we use our judgement and informed decision-making when identifying items to be excluded in calculating our adjusted measures. We use adjusted net income as a measure of overall profitability. The most comparable IFRS Accounting Standards measure for adjusted net income is net income.

Adjusted Earnings Per Share (EPS) is a non-IFRS ratio calculated by dividing adjusted net income (defined above) by the diluted weighted average number of shares outstanding.

Adjusted Return on Invested Capital (ROIC) is a non-IFRS ratio that represents our full year adjusted net income (defined above) before tax-adjusted interest relative to our average aggregate net debt and adjusted shareholders’ equity, determined annually. Average net debt and adjusted shareholders’ equity are calculated using balances from past years. Adjusted shareholders’ equity includes the impact of adjusted net income from continuing operations (as defined above). We use adjusted ROIC to evaluate annual returns generated on our debt and equity capital. The most comparable IFRS Accounting Standards measure for adjusted net income before tax-adjusted interest is net income. The most comparable measure for adjusted shareholders’ equity is shareholders’ equity.

Net Debt to Adjusted EBITDA. As part of our assessment of our capital structure, we monitor net debt to adjusted EBITDA, a non-IFRS ratio. It is defined as the sum of (1) long-term debt, including current portion, and bank indebtedness, less cash and cash equivalents, divided by (2) adjusted EBITDA (as defined above). Net debt to adjusted EBITDA is quantified in the Liquidity and Capital Resources section on page M-17.

Free Cash Flow is used to monitor the availability of discretionary cash as part of our capital management. It is defined as operating cash flows less capital expenditures and net lease payments. A reconciliation of free cash flow to its most comparable IFRS Accounting Standards measure, cash flows from operating activities, is included in the Additional Reconciliation of Non-IFRS Financial Measure on page M-21.

Margin. We calculate margin as a percentage of net revenue and monitor margin in comparison to our internal targets. Margin is a non-IFRS ratio when applied to non-IFRS financial measures.

Constant Currency Basis and Impact of Foreign Exchange. We monitor the impact of changing foreign exchange rates, quantify foreign exchange impacts, and, from time to time, prepare analyses on a constant currency basis (i.e., excluding the impact of foreign exchange) to better understand changes in activity. Amounts presented on a constant currency basis are non-IFRS financial measures; related fractions and percentages are non-IFRS ratios.

Compound Annual Growth Rate (CAGR) is a metric we use to evaluate the growth in our business. It represents the growth rate over a period of time on an annual compounded basis. CAGR is a non-IFRS ratio when applied to non-IFRS measures.

Supplementary Financial Measures

Days Sales Outstanding (DSO) is a metric we use to evaluate the efficiency of our working capital. It represents the average number of days to convert our trade receivables, unbilled receivables, contract assets, and deferred revenue to cash. We calculate DSO by annualizing gross revenue for the quarter as reported under IFRS Accounting Standards.

Organic Growth (Retraction) and Acquisition Growth. To evaluate our performance, we quantify the change in revenue and backlog as either related to organic growth (retraction), acquisition growth, or the impact of foreign exchange. Revenue and backlog earned by acquired companies in the first 12 months following an acquisition is reported as growth from acquisitions and thereafter as organic growth (retraction). Organic growth (retraction) excludes the impact of foreign currency fluctuations. From time to time, we also quantify the impacts of certain unusual events to organic growth (retraction) to provide useful information to investors to help better understand our financial results.

Margin (defined above) is a supplementary financial measure when applied to IFRS Accounting Standard measures.

Compound Annual Growth Rate (CAGR) (defined above) is a supplementary financial measure when applied to IFRS Accounting Standard financial measures.

Management’s Discussion and Analysis
September 30, 2025
M-20
Stantec Inc.


Current ratio is a supplementary financial measure calculated by dividing current assets by current liabilities that we use in assessing overall liquidity.

Working capital is a supplementary financial measure that we use as a measure for assessing overall liquidity. It is calculated by subtracting current liabilities from current assets.

Capital Management Measures

Net debt and total capital managed are categorized as capital management measures and quantified on page M-17.

Additional Reconciliation of Non-IFRS Financial Measure

Free Cash Flow

Quarter Ended Sep 30, Three Quarters Ended Sep 30,
(In millions of Canadian dollars) 2025 2024 2025 2024
Net cash flows from operating activities 315.9  178.9  550.6  296.3 
Less: capital expenditures (property and equipment and intangible assets) (14.3) (35.1) (49.4) (95.9)
Less: net lease payments (40.8) (31.9) (111.4) (86.1)
Free cash flow (note) 260.8  111.9  389.8  114.3 
note : See the Definitions section for a discussion of free cash flow, a non-IFRS measure.

Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our CEO and CFO evaluated our disclosure controls and procedures (defined in the US Securities Exchange Act Rules 13a–15(e) and 15d–15(e) and as defined in Canada by National Instrument 52-109) as of the end of the period covered by this quarterly report. Based on the evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at such date.

Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a–15 or 15d–15 under the Securities Exchange Act of 1934 that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Risk Factors
For the three quarters ended September 30, 2025, there has been no significant change in our risk factors from those described in our 2024 Annual Report (incorporated here by reference).

Subsequent Event
Dividends
On November 13, 2025, our Board of Directors declared a dividend of $0.225 per share, payable on January 15, 2026, to shareholders of record on December 31, 2025.

Management’s Discussion and Analysis
September 30, 2025
M-21
Stantec Inc.


Caution Regarding Forward-Looking Statements
Our public communications often include written or verbal forward-looking statements or forward-looking information within the meaning of the US Private Securities Litigation Reform Act and Canadian securities laws (forward-looking statements). Forward-looking statements are disclosures regarding possible events, conditions, or results of operations that are based on assumptions about future economic conditions or courses of action and include financial outlooks or future-oriented financial information. Any financial outlook or future-oriented financial information in this MD&A has been approved by management of Stantec. Such financial outlook or future-oriented financial information is provided for the purpose of providing information about management’s current expectations and plans relating to the future and may not be appropriate for other purposes.

Forward-looking statements may involve but are not limited to comments with respect to our objectives for 2025 and beyond, our strategies or future actions, our targets, our expectations for our financial condition or share price, or our outlook for our operations. Statements of this type may be contained in filings with securities regulators or in other communications and are contained in this report. Forward-looking statements in this report include but are not limited to the following:
•Our expectations in our Outlook section to address our revised targets and expectations for 2025:
◦Our expectations for continuing high levels of activities in all regions, despite heightened levels of market uncertainty remaining in the near term;
◦Our belief that global trends continue to drive strong demand for our services, and our diversification of services across sectors and geographies creates resiliency within our operations;
◦Net revenue growth of 10% to 12%, with organic net revenue growth in the mid- to high-single digits;
◦Organic growth in the US region to be in the lower half of the mid-single digits range due to slower procurement cycles persisting in the public sector in the near term, and elevated caution in the private sectors particularly for larger projects;
◦Organic growth in Canada to be in the mid- to high- single digits driven by continuing strong momentum and elevated backlog levels;
◦Organic growth in the Global region in the mid- to high- single digits driven by continued high levels of activity in our Water business under the ongoing Asset Management Program and framework agreements, strong demand in Infrastructure in Europe, and positive demand fundamentals in the Energy & Resources business;
◦Adjusted EBITDA margin in the range of 17.2% to 17.5%, reflecting strong project margins driven by solid project execution and continued discipline and enhanced strategies in the management of administration and marketing costs.
◦Adjusted EBITDA margin in Q4 2025 is expected to be below this range due to seasonal effects.
◦Our effective tax rate is expected to fall within a range of 23.5% to 24.5%.
◦Adjusted net income as a percentage of net revenue above 8.8%;
◦Adjusted EPS growth in the range of 18.5% to 21.5%;
◦Adjusted ROIC expected to be above 12.5%;
•Our belief that public infrastructure spending; private investment; strong demand across our water sectors; steady project work in our transportation sector; the ongoing challenge to build climate resiliency and tackle resource security; Smart cities; and buildings, including hospitals, data centers, and other mission critical facilities, to meet civic, healthcare, residential and industrial markets, are key growth drivers;
•Our expectations regarding the preliminary purchase price allocation for the Page, Ryan Hanley and Cosgroves acquisitions;
•Our expectations regarding our sources of cash and our ability to meet our normal operating and capital expenditures in the Liquidity and Capital Resources section; and
•Our expectations in the Critical Accounting Estimates, Developments and Measures section.

These describe the management expectations and targets by which we measure our success and assist our shareholders in understanding our financial position as at and for the periods ended on the dates presented in this report. Readers are cautioned that this information may not be appropriate for other purposes.
Management’s Discussion and Analysis
September 30, 2025
M-22
Stantec Inc.



By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions, projections, and other forward-looking statements will not prove to be accurate. We caution readers of this report not to place undue reliance on our forward-looking statements since a number of factors could cause actual future results, conditions, actions, or events to differ materially from the targets, expectations, estimates, or intentions expressed in these forward-looking statements.

Future outcomes relating to forward-looking statements may be influenced by many factors and material risks. For the three quarters ended September 30, 2025, there has been no significant change in our risk factors from those described in our 2024 Annual Report (incorporated here by reference).

Assumptions
In determining our forward-looking statements, we consider material factors, including assumptions about the performance of Canadian, US, and various international economies and their effect on our business. We have revised certain annual targets previously included in our 2024 Annual Report. The assumptions we made at the time of publishing our annual targets and outlook for 2025 are listed in the Cautionary Note Regarding Forward-Looking Statements section of our 2024 Annual Report (incorporated here by reference). The following information updates and therefore supersedes those assumptions.
•In our 2024 Annual Report, our outlook forecast assumed an average value for the US dollar of $1.41, for the GBP of $1.73, and AU of $0.90 for 2025. Our September 2025 outlook forecast now assumes an average value for the US dollar of $1.36, for the British pound of $1.84, and for the Australian dollar of $0.90.
•Our effective income tax rate, without discrete transactions, is now expected to fall within a range of 23.5% to 24.5%, an increase from 22% to 23% in our 2024 Annual Report.
•As of September 2025 Canada's 2025 GDP growth is projected to see a growth rate of 1.3% compared to 1.8% at December 2024, the US is projected to see a growth rate of 1.6% compared to 1.9% at December 2024, the UK is projected to see a growth rate of 1.3% compared to 1.6% at December 2024, and Australia is projected to see a growth rate of 1.9% compared to 2.2% at December 2024.
•In Canada, the number of total housing starts in 2025 was forecasted to decrease by 9% compared to 2024. As of September 2025, new housing construction in Canada increased 5.7% over the first three quarters of 2025. In the United States, the forecasted seasonally adjusted annual rate of total housing starts for 2025 was expected to be 1.37 million as of December 2024. This has since been revised to 1.36 million at September 2025.
•The American Institute of Architects ABI (architectural billing index) has decreased to 43.3 at September 2025 from 44.1 at December 2024.
The preceding list of factors is not exhaustive. Investors and the public should carefully consider these factors, other uncertainties and potential events, and the inherent uncertainty of forward-looking statements when relying on these statements to make decisions with respect to our Company. The forward-looking statements contained herein represent our expectations as of November 13, 2025, and, accordingly, are subject to change after such date. Except as may be required by law, we do not undertake to update any forward-looking statement, whether written or verbal, that may be made from time to time. In the case of the ranges of expected performance for fiscal year 2025, it is our current practice to evaluate and, where we deem appropriate, to provide updates. However, subject to legal requirements, we may change this practice at any time at our sole discretion.
Management’s Discussion and Analysis
September 30, 2025
M-23
Stantec Inc.
EX-99.2 3 ex-992xfinancialxstatement.htm EX-99.2 Document

Exhibit 99.2 - Stantec Inc.'s Unaudited Interim Condensed Consolidated Financial Statements
Interim Condensed Consolidated Statements of Financial Position
(Unaudited)
September 30,
2025
December 31,
2024
(In millions of Canadian dollars) Notes $ $
ASSETS
Current
Cash and cash equivalents 361.5  228.5 
Trade and other receivables 5 1,245.5  1,323.8 
Unbilled receivables 945.0  724.5 
Contract assets 131.2  116.0 
Income taxes recoverable 140.4  64.4 
Prepaid expenses 71.0  64.3 
Other assets 7 22.4  27.5 
Total current assets 2,917.0  2,549.0 
Non-current
Property and equipment 307.4  299.0 
Lease assets 566.7  474.3 
Goodwill 4 3,277.5  2,712.5 
Intangible assets 4 573.5  427.0 
Net employee defined benefit asset 80.9  75.0 
Deferred tax assets 89.4  119.3 
Other assets 7 307.9  300.0 
Total assets 8,120.3  6,956.1 
LIABILITIES AND EQUITY
Current
Bank indebtedness
8
27.1  17.1 
Trade and other payables 1,161.9  1,018.7 
Lease liabilities 120.9  113.6 
Deferred revenue 541.4  502.4 
Income taxes payable 49.7  32.3 
Long-term debt 8,13 274.3  175.0 
Provisions 9 65.5  66.4 
Other liabilities 10 56.0  53.5 
Total current liabilities 2,296.8  1,979.0 
Non-current
Lease liabilities 588.3  528.6 
Long-term debt 8,13 1,697.3  1,208.5 
Provisions 9 175.2  167.9 
Net employee defined benefit liability 19.8  22.4 
Deferred tax liabilities 58.6  63.6 
Other liabilities 10 54.5  41.0 
Total liabilities 4,890.5  4,011.0 
Total shareholders’ equity 3,229.8  2,945.1 
Total liabilities and equity 8,120.3  6,956.1 
See accompanying notes

F-1
Stantec Inc.


Interim Condensed Consolidated Statements of Income
(Unaudited)
For the quarter ended
September 30,
For the three quarters ended
September 30,
2025 2024 2025 2024
(In millions of Canadian dollars, except per share amounts) Notes $ $ $ $
Gross revenue 2,140.5  1,929.4  6,028.4  5,540.5 
Less subconsultant and other direct expenses 435.1  404.6  1,173.3  1,152.3 
Net revenue 1,705.4  1,524.8  4,855.1  4,388.2 
Direct payroll costs 14 777.5  696.7  2,219.0  2,005.9 
Project margin 927.9  828.1  2,636.1  2,382.3 
Administrative and marketing expenses 11,13,14 616.0  571.6  1,826.3  1,695.8 
Depreciation of property and equipment 18.9  17.4  53.8  50.4 
Depreciation of lease assets 35.3  31.7  98.6  95.2 
Amortization of intangible assets 35.8  36.7  95.8  99.5 
Net (reversal) impairment of lease assets 6 (0.8) 13.7  (1.7) 30.6 
Net interest expense and other net finance expense
15
28.5  26.9  71.1  78.5 
Other income 16 (4.6) (2.1) (15.7) (6.9)
Income before income taxes 198.8  132.2  507.9  339.2 
Income taxes
Current 4.6  3.4  85.1  56.7 
Deferred 44.2  25.6  37.3  19.0 
Total income taxes 48.8  29.0  122.4  75.7 
Net income for the period 150.0  103.2  385.5  263.5 
Weighted average number of shares outstanding - basic and diluted 114,066,995  114,066,995  114,066,995  114,066,995 
Shares outstanding, end of the period 114,066,995  114,066,995  114,066,995  114,066,995 
Earnings per share - basic and diluted 1.32  0.90  3.38  2.31 
See accompanying notes

F-2
Stantec Inc.


Interim Condensed Consolidated Statements
of Comprehensive Income
(Unaudited)
For the quarter ended
September 30,
For the three quarters ended
September 30,
2025 2024 2025 2024
(In millions of Canadian dollars)
Notes
$ $ $ $
Net income for the period 150.0  103.2  385.5  263.5 
Other comprehensive income (loss)
Items that may be reclassified to net income in subsequent periods:
Exchange differences on translation of foreign operations 13 61.8  8.3  (28.1) 91.4 
Net unrealized gain (loss) on financial instruments 7,13 0.6  2.4  4.4  (1.0)
Other comprehensive income (loss) for the period, net of tax 62.4  10.7  (23.7) 90.4 
Total comprehensive income for the period, net of tax 212.4  113.9  361.8  353.9 
See accompanying notes

F-3
Stantec Inc.


Interim Condensed Consolidated Statements of Shareholders’ Equity
(Unaudited)
Shares
Outstanding
(note 11)
Share
Capital
Contributed
Surplus
Retained
Earnings
Accumulated Other
Comprehensive
Income
Total
(In millions of Canadian dollars, except shares) # $ $ $ $ $
Balance, December 31, 2023 114,066,995  1,271.3  5.5  1,104.6  69.7  2,451.1 
Net income 263.5  263.5 
Other comprehensive income 90.4  90.4 
Total comprehensive income 263.5  90.4  353.9 
Dividends declared (71.7) (71.7)
Balance, September 30, 2024 114,066,995  1,271.3  5.5  1,296.4  160.1  2,733.3 
Balance, December 31, 2024 114,066,995  1,271.3  5.5  1,370.4  297.9  2,945.1 
Net income 385.5  385.5 
Other comprehensive loss
(23.7) (23.7)
Total comprehensive income 385.5  (23.7) 361.8 
Dividends declared (77.1) (77.1)
Balance, September 30, 2025 114,066,995  1,271.3  5.5  1,678.8  274.2  3,229.8 
See accompanying notes

F-4
Stantec Inc.


Interim Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the quarter ended
September 30,
For the three quarters ended
September 30,
2025 2024 2025 2024
(In millions of Canadian dollars) Notes $ $ $ $
OPERATING ACTIVITIES
Net income 150.0  103.2  385.5  263.5 
Add (deduct) items not affecting cash:
Depreciation of property and equipment 18.9  17.4  53.8  50.4 
Depreciation of lease assets 35.3  31.7  98.6  95.2 
Amortization of intangible assets 35.8  36.7  95.8  99.5 
Net (reversal) impairment of lease assets 6 (0.8) 13.7  (1.7) 30.6 
Deferred income taxes 44.2  25.6  37.3  19.0 
Share-based compensation 11 8.3  4.6  31.9  30.1 
Provisions 9 21.4  10.6  53.2  51.4 
Other non-cash items (6.0) (3.4) (0.7) (6.9)
307.1  240.1  753.7  632.8 
Trade and other receivables (28.3) (21.4) 185.5  22.5 
Unbilled receivables (90.8) (92.8) (207.6) (205.4)
Contract assets (3.4) (10.0) (15.2) (41.6)
Prepaid expenses 16.3  12.6  3.3  7.5 
Income taxes net recoverable (7.2) (24.0) (63.6) (63.2)
Trade and other payables and other accruals 131.6  59.2  (79.0) (47.7)
Deferred revenue (9.4) 15.2  (26.5) (8.6)
8.8  (61.2) (203.1) (336.5)
Net cash flows from operating activities 315.9  178.9  550.6  296.3 
INVESTING ACTIVITIES
Business acquisitions, net of cash acquired 4 (417.1) —  (453.9) (555.0)
Purchase of investments held for self-insured liabilities 7 (15.0) (6.4) (73.8) (28.9)
Proceeds from sale of investments held for self-insured liabilities 7 15.2  6.8  63.4  68.4 
Purchase of property and equipment and intangible assets (14.3) (35.1) (49.4) (95.9)
Other 0.4  2.0  2.0  6.2 
Net cash flows used in investing activities (430.8) (32.7) (511.7) (605.2)
FINANCING ACTIVITIES
Net proceeds from issue of senior unsecured notes
8,18
—  —  422.9  — 
Net (repayments) proceeds from revolving credit facility
18 190.3  (32.0) (65.7) 457.0 
Repayment of notes payable and other financing obligations 18 —  (5.8) (75.1) (90.9)
Net proceeds from bank indebtedness —  (9.4) 9.1  — 
Net lease payments 18 (40.8) (31.9) (111.4) (86.1)
Payment of dividends to shareholders 11 (25.7) (23.9) (75.3) (70.1)
Net cash flows from (used in) financing activities
123.8  (103.0) 104.5  209.9 
Foreign exchange gain (loss) on cash held in foreign currency
8.1  1.1  (10.4) 8.6 
Net increase (decrease) in cash and cash equivalents 17.0  44.3  133.0  (90.4)
Cash and cash equivalents, beginning of the period 344.5  218.2  228.5  352.9 
Cash and cash equivalents, end of the period 361.5  262.5  361.5  262.5 
See accompanying notes

F-5
Stantec Inc.



Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-6
Stantec Inc.


Notes to the Unaudited Interim Condensed
Consolidated Financial Statements

1.Corporate Information
The interim condensed consolidated financial statements (consolidated financial statements) of Stantec Inc., its subsidiaries, and its structured entities (the Company) for the three quarters ended September 30, 2025, were authorized for issuance in accordance with a resolution of the Company’s Audit and Risk Committee on November 13, 2025. The Company was incorporated under the Canada Business Corporations Act on March 23, 1984. Its shares are traded on the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE) under the symbol STN. The Company’s registered office is located at Suite 300, 10220 - 103 Avenue, Edmonton, Alberta. The Company is domiciled in Canada.

Stantec is a global leader in sustainable engineering, architecture, and environmental consulting. Our professionals deliver the expertise, technology, and innovation communities need to manage aging infrastructure, demographic and population changes, the energy transition, and more. The Company’s services include engineering, architecture, interior design, landscape architecture, surveying, environmental sciences, project management, and project economics, from initial project concept and planning through to design, construction administration, commissioning, maintenance, decommissioning, and remediation.

2.Basis of Preparation
These consolidated financial statements for the three quarters ended September 30, 2025 were prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting. These consolidated financial statements do not include all information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company’s December 31, 2024 annual consolidated financial statements. These consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest million ($000,000), except where otherwise indicated.

The accounting policies applied when preparing the Company’s consolidated financial statements are consistent with those followed when preparing the annual consolidated financial statements for the year ended December 31, 2024 except as described in note 3.

The preparation of these consolidated financial statements requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of revenues, expenses, assets, and liabilities. The significant judgments made by management when applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s December 31, 2024 annual consolidated financial statements.

3.Recent Accounting Pronouncements and Changes to Accounting Policies
a) Recent adoptions
In August 2023, the IASB issued Lack of Exchangeability (Amendments to IAS 21), which clarified that entities must estimate the spot exchange rate when it is determined that a currency lacks exchangeability and introduced targeted disclosure requirements. This amendment became effective January 1, 2025 and did not have a material impact on the Company's consolidated financial statements.

In April 2025, the IFRS Interpretations Committee (IFRIC) issued an agenda decision on Guarantees Issued on Obligations of Other Entities. The agenda decision clarifies that an entity accounts for a guarantee that it issues based on the requirements in IFRS Accounting Standards, including the scoping requirements and using judgment to determine which standard applies, and not based on the nature of the entity's business activities. The agenda decision did not have a material impact on the Company's current accounting practices and the consolidated financial statements.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-7
Stantec Inc.



b) Future adoptions
The standards, amendments, and interpretations issued before 2025 but not yet adopted by the Company have been disclosed in note 6 of the Company’s December 31, 2024 annual consolidated financial statements.

4.Business Acquisitions
On April 8, 2025, the Company acquired all the issued and outstanding shares of Kallan Sustainable Holdings Limited and Ryan Hanley Limited (collectively Ryan Hanley). Ryan Hanley is a 150-person engineering and environmental consultancy with locations across Ireland. This acquisition strengthened the Company's Water operations in the Global group of Cash Generating Units (CGUs).

On June 27, 2025, the Company acquired all the issued and outstanding shares of Cosgroves Group Limited (Cosgroves). Cosgroves is a 90-person buildings engineering firm headquartered in Christchurch, New Zealand. This acquisition strengthened the Company's Buildings operations in the Global group of CGUs.

On July 31, 2025, the Company acquired all of the issued and outstanding shares of Page Southerland Page, LLC. (Page). Page is a 1,400-person architecture and engineering firm headquartered in Washington, DC which strengthened the Company's Buildings operations in the United States CGU.

Details of the consideration transferred and the fair value of the identifiable assets and liabilities acquired at the dates of acquisition, including measurement period adjustments for prior acquisitions, were as follows:
Notes Page Acquisition
$
Other Acquisitions
$
Total
 $
Cash consideration 449.3  43.5  492.8 
Notes payable 8 263.2  15.1  278.3 
Consideration 712.5  58.6  771.1 
Cash consideration 449.3  43.5  492.8 
Cash acquired 32.0  6.9  38.9 
Net cash paid 417.3  36.6  453.9 
Assets and liabilities acquired
Cash 32.0  6.9  38.9 
Non-cash working capital
Trade and unbilled receivables
116.5  8.9  125.4 
Trade and other payables (135.2) (6.4) (141.6)
Deferred revenue (77.5) (4.3) (81.8)
Other non-cash working capital 13.8  0.7  14.5 
Property and equipment 22.2  0.3  22.5 
Lease assets 112.6  3.9  116.5 
Intangible assets 199.4  15.9  215.3 
Lease liabilities (107.7) (3.4) (111.1)
Other 3.7  (3.0) 0.7 
Total identifiable net assets at fair value 179.8  19.5  199.3 
Goodwill arising on acquisitions 532.7  39.1  571.8 

Deferred consideration is included as notes payable and has been assessed as part of the business combination and recognized at fair value at the acquisition date.

Trade receivables and unbilled receivables are recognized at fair value at the time of acquisition, and their fair value approximates their net carrying value.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-8
Stantec Inc.


Goodwill consists of the value of expected synergies arising from an acquisition, the expertise and reputation of the assembled workforce acquired, and the geographic location of the acquiree. Tax deductible goodwill and intangible assets arising from the Page acquisition are $616.8 and nil for all other acquisitions.

Page's gross revenue since the acquisition date was $99.9. For all other acquisitions, gross revenue earned from acquisitions since the acquisition date was $15.3. If the acquisition of Page had taken place at the beginning of the year, gross revenue from the combined continuing operations would have been $6,409.6.

Fair value of net assets for current and prior year acquisitions

The preliminary fair values of the net assets recognized in the Company’s consolidated financial statements were based on management’s best estimates of the acquired identifiable assets and liabilities at the acquisition dates. Management finalized the fair value assessments of assets and liabilities purchased from Hydrock Holdings Limited. For Ryan Hanley, Cosgroves, and Page, management is reviewing the respective vendors' closing financial statements, purchase adjustments, and other outstanding information. Management's preliminary estimates with the most significant aspects remaining to be finalized relate to the valuation of unbilled receivables, intangible assets, deferred income taxes, lease assets and liabilities, and consideration. Once the outstanding information is received, reviews are completed, and approvals are obtained, the valuation of acquired assets and liabilities will be finalized.

5.Trade and Other Receivables
September 30,
2025
December 31,
2024
$ $
Trade receivables, net of expected credit losses of $3.0 (2024 – $2.7)
1,198.1  1,282.4 
Holdbacks and other 32.1  26.5 
Insurance receivables 15.3  14.9 
Trade and other receivables 1,245.5  1,323.8 

The aging analysis of gross trade receivables is as follows:
Total 1–30 31–60 61–90 91–120 121+
$ $ $ $ $ $
September 30, 2025 1,201.1  728.5  255.7  82.2  37.8  96.9 
December 31, 2024 1,285.1  655.9  380.6  118.3  36.1  94.2 

Information about the Company’s exposure to credit risks for trade and other receivables is included in note 13.

6.Lease Assets
As part of the Company's strategic plan and acquisition integration activities, the real estate lease portfolio is continuously evaluated for subleasing opportunities of certain underutilized office spaces. This resulted in a net impairment reversal of $1.7 during the first three quarters of 2025 (September 30, 2024 - net impairment loss of $30.6) based on the value in use method.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-9
Stantec Inc.


7.Other Assets

September 30,
2025
December 31,
2024
Notes
$ $
Financial assets
Investments held for self-insured liabilities
12
214.8  195.7 
Holdbacks on long-term contracts 34.5  43.7 
Derivative financial instruments
12,13
26.8  20.7 
Insurance recovery assets 5.1  10.6 
Other 32.6  39.2 
Non-financial assets
Other 16.5  17.6 
330.3  327.5 
Less current portion - financial 20.8  26.2 
Less current portion - non-financial 1.6  1.3 
Long-term portion 307.9  300.0 

Financial assets — Other primarily includes sublease receivables and deposits. Non-financial assets — Other primarily includes transaction costs on long-term debt, investment tax credits, and investments in joint ventures and associates.

Investments held for self-insured liabilities include government and corporate bonds that are classified as fair value through other comprehensive income with unrealized gains (losses) recorded in other comprehensive income. Investments also include equity securities that are classified as fair value through profit and loss with gains (losses) recorded in net income.

8.Long-Term Debt
September 30,
2025
December 31,
2024
$ $
Senior unsecured notes 971.4  548.1 
Revolving credit facilities
191.7  256.0 
Term loan and bilateral facilities 407.0  405.6 
Notes payable 353.5  116.8 
Other financing obligations 48.0  57.0 
1,971.6  1,383.5 
Less current portion 274.3  175.0 
Long-term portion 1,697.3  1,208.5 


Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-10
Stantec Inc.


Senior unsecured notes
The Company's senior unsecured notes (the notes) consist of:
•$300 of notes that mature on October 8, 2027, bearing interest at a fixed rate of 2.048% per annum;
•$250 of notes that mature on June 27, 2030, bearing interest at a fixed rate of 5.393% per annum; and
•$425 of notes that mature on June 10, 2032, bearing interest at a fixed rate of 4.374% per annum.

The notes rank pari passu with all other debt and future indebtedness of the Company.

Revolving credit, term loan, and bilateral facilities
The Company had syndicated senior credit facilities, structured as a sustainability-linked loan, that consisted of an unsecured senior revolving credit facility, unsecured senior term loan held in two tranches, and access to additional funds of $600 subject to approval and under the same terms and conditions. An amendment was entered on June 11, 2025 which increased the senior revolving credit facility from $800 million to $1.2 billion and extended the maturity date from June 27, 2029 to June 11, 2030. The senior term loan of $310 in two tranches remains unchanged, with tranche B of $150 maturing on June 27, 2027 and tranche C of $160 maturing on June 27, 2029. The amendment to the terms and conditions was not considered to be substantial. As such, the amendment was accounted for as a debt modification.

The Company has unsecured bilateral credit facilities, including a term facility of $100, renewed on June 26, 2025 and maturing on June 26, 2026, and a revolving facility of US$100 entered into on July 15, 2025 and maturing on July 15, 2027.

The average interest rate for the credit facilities at September 30, 2025, was 4.29% (December 31, 2024 – 4.86%).

The Company is subject to restrictive covenants related to its revolving credit facility, term loan and bilateral facilities, and senior unsecured notes, which are measured quarterly. These covenants are consistent with those disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2024. The Company was in compliance with these covenants as at and throughout the three quarters ended September 30, 2025.

Bank indebtedness
The Company has an uncommitted unsecured multicurrency credit facility of up to £20 and an overdraft facility of up to AU$5, repayable on demand.

Notes payable and other finance obligations
Notes payable consists primarily of notes payable for acquisitions and are due at various times from 2025 to 2028. Repayment is contingent on selling shareholders complying with the terms of the acquisition agreements.

The Company has other financing obligations for software (included in intangible assets), equipment, and leasehold improvements. These obligations expire at various dates before February 2029.

Letter of credit and surety facilities
The Company issues letters of credit within its revolving credit facility and has a separate facility outside of its revolving credit facility that provides letters of credit. An amendment was made in the second quarter to the separate facility which reduced the facility from $100 to $25. The Company also enters into bonds for certain projects.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-11
Stantec Inc.


9.Provisions
Self-
insured
liabilities
Claims Lease
restoration
Onerous contracts Total
$ $ $ $ $
January 1, 2025
113.1  70.0  29.6  21.6  234.3 
Current period provisions 38.3  20.7  2.3  3.7  65.0 
Acquisitions —  7.6  4.2  0.7  12.5 
Paid or otherwise settled (24.1) (33.4) (0.6) (8.4) (66.5)
Impact of foreign exchange (2.6) (1.6) (0.1) (0.3) (4.6)
124.7  63.3  35.4  17.3  240.7 
Less current portion 17.0  34.7  4.4  9.4  65.5 
Long-term portion 107.7  28.6  31.0  7.9  175.2 

10.Other Liabilities
September 30,
2025
December 31,
2024
$ $
Cash-settled share-based compensation 82.0  85.2 
Other 28.5  9.3 
110.5  94.5 
Less current portion 56.0  53.5 
Long-term portion 54.5  41.0 
11.Share Capital
Authorized
Unlimited Common shares, with no par value
Unlimited Preferred shares issuable in series, with attributes designated by the board of directors

Common shares
The Company has approval to repurchase up to 2,281,339 common shares during the period December 13, 2024 to December 12, 2025, and an Automatic Share Purchase Plan (ASPP) which allows a broker, in its sole discretion and based on the parameters established by the Company, to purchase common shares for cancellation under the Normal Course Issuer Bid (NCIB) at any time during predetermined trading blackout periods. As at September 30, 2025 and December 31, 2024, no liability was recorded in the Company’s consolidated statements of financial position in connection with the ASPP.

Dividends
Holders of common shares are entitled to receive dividends when declared by the Company’s board of directors. The table below describes the dividends paid in 2025:
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-12
Stantec Inc.


Dividend per Share Paid
Date Declared Record Date Payment Date $ $
November 7, 2024 December 31, 2024 January 15, 2025 0.210  23.9 
February 24, 2025 March 28, 2025 April 15, 2025 0.225  25.7 
May 14, 2025 June 30, 2025 July 15, 2025 0.225  25.7 
August 13, 2025 September 29, 2025 October 15, 2025 0.225  — 

At September 30, 2025, trade and other payables included $25.7 related to the dividends declared on August 13, 2025.

Share-based payment transactions

During the third quarter of 2025, the Company recognized a net share-based compensation expense of $8.3 (September 30, 2024 - $4.6) in administrative and marketing expenses in the consolidated statements of income, comprised of share-based compensation expense of $10.4 (September 30, 2024 - $2.5) offset by a gain on hedge of $2.1 (September 30, 2024 - $2.1) (note 13).

During the first three quarters of 2025, the Company recognized a net share-based compensation expense of $31.9 (September 30, 2024 - $30.1) in administrative and marketing expenses in the consolidated statements of income, comprised of share-based compensation expense of $57.5 (September 30, 2024 - $33.4) offset by a gain on hedge of $25.6 (September 30, 2024 - $3.3) (note 13).

During the first three quarters of 2025, the Company granted 112,609 Performance Share Units (PSUs) at a fair value of $20.0 (September 30, 2024 - 126,023 units for $13.9) and 110,985 Restricted Share Units (RSUs) at a fair value of $15.7 (September 30, 2024 - 116,111 units for $13.3) under the same terms, conditions, and vesting requirements as the units issued in 2024.

During the first three quarters of 2025, 238,114 PSUs were paid at a value of $35.4 (September 30, 2024 - 229,024 PSUs were paid at a value of $41.6), 131,316 RSUs were paid at a value of $18.3 (September 30, 2024 - 114,329 RSUs were paid at a value of $13.8), and 61,642 DSUs were paid at a value of $7.0 (September 30, 2024 - 24,414 DSUs were paid at a value of $2.7).


12. Fair Value Measurements
All financial instruments carried at fair value are categorized into one of the following:
•Level 1 – quoted market prices
•Level 2 – valuation techniques (market observable)
•Level 3 – valuation techniques (non-market observable)
When forming estimates, the Company uses the most observable inputs available for valuation purposes. If a fair value measurement reflects inputs of different levels within the hierarchy, the financial instrument is categorized based on the lowest level of significant input.

When determining fair value, the Company considers the principal or most advantageous market in which it would transact and the assumptions that market participants would use when pricing the asset or liability. The Company measures certain financial assets and liabilities at fair value on a recurring basis.

For financial instruments recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorizations at the end of each reporting period.

In the first three quarters of 2025, no changes were made to the method of determining fair value and no transfers were made between levels of the hierarchy.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-13
Stantec Inc.


The following tables summarize the Company’s fair value hierarchy for those assets and liabilities measured and adjusted to fair value on a recurring basis:
Carrying
Amount
Level 1 Level 2 Level 3
At September 30, 2025
Notes $ $ $ $
Assets
Investments held for self-insured liabilities 7 214.8  —  214.8  — 
Derivative financial instruments
7,13 26.8  —  26.8  — 
Liabilities
Notes payable
8
353.5  —  —  353.5 
At December 31, 2024
Assets
Investments held for self-insured liabilities 7 195.7  —  195.7  — 
Derivative financial instruments 7,13 20.7  —  20.7  — 
Liabilities
Notes payable 8 116.8  —  —  116.8 

Investments held for self-insured liabilities consist of government and corporate bonds and equity securities. Fair value of bonds is determined using observable prices of debt with characteristics and maturities that are similar to the bonds being valued. Fair value of equities is determined using the reported net asset value per share of the investment funds. The funds derive their value from observable quoted prices of the equities owned that are traded in an active market.

The fair value of notes payable includes a forfeiture assumption which is not based on observable market data and as such, the valuation method is classified as level 3 in the fair value hierarchy. The forfeiture assumption is based on historical forfeiture experience, which has not been significant. For payments with terms greater than one year, the estimated liability is discounted using market rates of interest.

The following tables summarize the Company’s fair value hierarchy for those liabilities that were not measured at fair value but are required to be disclosed at fair value on a recurring basis:
Carrying
Amount
Level 1 Level 2 Level 3
At September 30, 2025
Note $ $ $ $
Senior unsecured notes 8 971.4  —  994.9  — 
At December 31, 2024
Senior unsecured notes 8 548.1  —  548.2  — 

The fair value of senior unsecured notes is determined by calculating the present value of future payments using observable benchmark interest rates and credit spreads for debt with similar characteristics and maturities.
13.Financial Instruments
Total return swaps on share-based compensation units
The Company has total return swap (TRS) agreements with financial institutions to manage its exposure to changes in the fair value of the Company's shares for certain cash-settled share-based payment obligations. The Company has designated the TRSs related to its restricted share units (RSUs) as a cash flow hedge, with a notional amount of $31.7 maturing between 2026 and 2028. The fair value of the TRSs are based on the difference between the hedged price and the fair value of the Company’s common shares and are recorded in other assets (note 7).


Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-14
Stantec Inc.


As at September 30, 2025, the TRSs related to the Company's RSUs had a fair value of $12.1 (December 31, 2024 - 10.7). During the first three quarters of 2025, a gain of $11.1 ($8.2 net of tax) (September 30, 2024 - $1.2 ($0.9 net of tax)) was recognized in other comprehensive income (loss) and a gain of $9.3 (September 30, 2024 - gain of $3.9) was reclassified to the consolidated statements of income in administrative and marketing expenses. The TRSs related to the Company's performance share units (PSUs) and deferred share units (DSUs), for which hedge accounting was not applied, had an aggregate fair value of $14.2 at September 30, 2025 (December 31, 2024 - $8.2) and a net gain of $16.3 (September 30, 2024 – unrealized loss of $0.6) which was recognized in administrative and marketing expenses in the consolidated statements of income.

Credit risk
Assets that subject the Company to credit risk consist primarily of cash and cash equivalents, trade and other receivables, unbilled receivables, contract assets, investments held for self-insured liabilities, holdbacks on long-term contracts, and other financial assets. The Company’s maximum amount of credit risk exposure is limited to the carrying amount of these assets, which at September 30, 2025, was $2,997.0 (December 31, 2024 – $2,702.7).

The Company limits its exposure to credit risk by placing its cash and cash equivalents in high-quality credit institutions. Investments held for self-insured liabilities include corporate bonds and equity securities. The Company believes the risk associated with corporate bonds and equity securities is mitigated by the overall quality and mix of the Company’s investment portfolio. Virtually all bonds held by the Company are investment grade, and none are past due. The Company monitors changes in credit risk by tracking published external credit ratings.

The Company mitigates the risk associated with trade and other receivables, unbilled receivables, contract assets, and holdbacks on long-term contracts by providing services to diverse clients in various industries and sectors of the economy. In addition, management reviews trade and other receivables past due on an ongoing basis to identify matters that could potentially delay the collection of funds at an early stage. The Company does not concentrate its credit risk in any particular client, industry, or economic sector.

The Company monitors trade receivables to an internal target of days of revenue in trade receivables. At September 30, 2025, the days of revenue in trade receivables was 51 days (December 31, 2024 – 61 days).

Price risk
The Company’s investments held for self-insured liabilities are exposed to price risk arising from changes in the market values of the equity securities. This risk is mitigated because the portfolio of equity funds is monitored regularly and appropriately diversified. For the Company's investments held for self-insured liabilities, a 5% increase or decrease in equity prices at September 30, 2025, would increase or decrease the Company’s net income by $3.1 (September 30, 2024 - $2.5), respectively.

The Company is also exposed to changes in its share price arising from its cash-settled share-based payments as the Company's obligation under these arrangements are based on the price of the Company's shares. The Company mitigates a portion of its exposure to this risk for its PSUs, RSUs, and DSUs by entering into TRSs.

Liquidity risk
The Company meets its liquidity needs through various sources, including cash generated from operations, issuing senior unsecured notes, borrowings from its $1.2 billion revolving credit facility, term loan facilities, bilateral, multicurrency, and overdraft credit facilities, and the issuance of common shares. The unused capacity of the credit facilities at September 30, 2025, was $1,154.5 (December 31, 2024 – $563.2) and the Company also has access to additional funds of $600 under its syndicated credit facilities (note 8). The Company believes that it has sufficient resources to meet obligations associated with its financial liabilities.

Interest rate risk
The Company is subject to interest rate cash flow risk to the extent that its credit and term loan facilities are based on floating interest rates. The Company is also subject to interest rate pricing risk to the extent that its investments held for self-insured liabilities include fixed-rate government and corporate bonds. If the interest rate on the Company’s credit and term loan facilities at September 30, 2025, was 1% higher or lower, with all other variables held constant, net income would decrease or increase by $3.6 (September 30, 2024 - $5.6), respectively.


Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-15
Stantec Inc.


Foreign exchange risk
Foreign exchange risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Foreign exchange gains or losses in net income arise on the translation of foreign currency-denominated assets and liabilities (such as trade and other receivables, bank indebtedness, trade and other payables, and long-term debt) held in the Company's Canadian operations and foreign subsidiaries. The Company manages its exposure to foreign exchange fluctuations on these items by matching foreign currency assets with foreign currency liabilities and, from time to time, through the use of foreign currency forward contracts.

Foreign exchange fluctuations may also arise on the translation of foreign subsidiaries, where the functional currency is different from the Canadian dollar, and are recorded in other comprehensive income. During the first three quarters of 2025, the Company recorded exchange differences on translation of foreign operations of $28.1 through other comprehensive income (loss), of which $6.8 related to goodwill. The Company does not hedge for this foreign exchange risk.

14.Employee Costs
For the quarter ended
September 30,
For the three quarters ended
September 30,
2025 2024 2025 2024
Note $ $ $ $
Wages, salaries, and benefits 1,219.2  1,093.2  3,503.6  3,173.7 
Pension costs 33.1  30.4  103.0  92.6 
Net share-based compensation 11,13 8.3  4.6  31.9  30.1 
Total employee costs 1,260.6  1,128.2  3,638.5  3,296.4 
Direct labor 777.5  696.7  2,219.0  2,005.9 
Indirect labor 483.1  431.5  1,419.5  1,290.5 
Total employee costs 1,260.6  1,128.2  3,638.5  3,296.4 

Direct labor costs include salaries, wages, and related fringe benefits (including pension costs) for labor hours directly associated with the completion of projects. Bonuses, share-based compensation, termination payments, and salaries, wages, and related fringe benefits (including pension costs) for labor hours not directly associated with the completion of projects are included in indirect labor costs. Indirect labor costs are included in administrative and marketing expenses in the consolidated statements of income.

15.Net Interest Expense and Other Net Finance Expense
For the quarter ended
September 30,
For the three quarters ended
September 30,
2025 2024 2025 2024
$ $ $ $
Total net interest expense 28.1  26.7  69.8  78.0 
Other net finance expense 0.4  0.2  1.3  0.5 
Net interest expense and other net finance expense 28.5  26.9  71.1  78.5 

Interest expense on the Company’s long-term debt and bank indebtedness for the first three quarters of 2025 was $54.1 (September 30, 2024 – $61.7) (note 8). Interest on lease liabilities during the first three quarters of 2025 was $22.7 (September 30, 2024 - $22.0).

Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-16
Stantec Inc.


16.Other Income
For the quarter ended
September 30,
For the three quarters ended
September 30,
2025 2024 2025 2024
$ $ $ $
Realized gain on investments (0.4) (0.1) (7.7) (4.2)
Unrealized gain on equity securities (4.0) (3.4) (3.2) (7.1)
Other (0.2) 1.4  (4.8) 4.4 
Total other income (4.6) (2.1) (15.7) (6.9)

17.Income Taxes
On July 4, 2025, the US government signed the “One Big Beautiful Bill Act” (Bill) into law. This Bill introduced a broad range of tax reform provisions affecting businesses with varying effective dates for key provisions, including changes to the treatment of research and experimentation expenditures. The Bill did not significantly change the Company’s consolidated effective tax rate for the quarter ended September 30, 2025. However, the treatment of research and experimentation expenditures decreased deferred tax assets and increased income taxes recoverable. Certain provisions of the Bill will have an impact on the Company’s effective tax rates in future periods. As the Company completes its analysis, collects and prepares necessary data, and interprets any additional guidance, the Company may revise its estimates as necessary.

18.Cash Flow Information
A reconciliation of liabilities arising from financing activities for the three quarters ended September 30, 2025, is as follows: 
Senior Unsecured Notes
Revolving Credit
Term Loan Bilateral Facilities
Notes
Payable
Other Financing Obligations Lease Liabilities Total
$ $ $ $ $
January 1, 2025
548.1  661.6  116.8  57.0  642.2  2,025.7 
Statement of cash flows
Net proceeds (repayments) 422.9  (65.7) (48.2) (26.9) (111.4) 170.7 
Non-cash changes
Foreign exchange —  1.4  5.0  (0.7) 1.5  7.2 
Additions and modifications —  —  —  17.3  64.0  81.3 
Acquisitions —  —  278.3  —  111.1  389.4 
Other 0.4  1.4  1.6  1.3  1.8  6.5 
September 30, 2025 971.4  598.7  353.5  48.0  709.2  2,680.8 


Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-17
Stantec Inc.


A reconciliation of liabilities arising from financing activities for the three quarters ended September 30, 2024, is as follows: 
Senior Unsecured Notes
Revolving Credit
Term Loan Bilateral Facilities
Notes
Payable
Other Financing Obligations Lease Liabilities Total
$ $ $ $ $ $
January 1, 2024
547.6  487.7  52.0  10.9  579.1  1,677.3 
Statement of cash flows
Net proceeds (repayments) —  457.0  (34.1) (56.8) (86.1) 280.0 
Non-cash changes
Foreign exchange —  1.5  3.8  0.6  16.5  22.4 
Additions and modifications —  (4.0) —  52.4  82.3  130.7 
Acquisitions —  —  98.6  36.6  57.3  192.5 
Other 0.3  0.9  (0.6) 1.8  0.6  3.0 
September 30, 2024 547.9  943.1  119.7  45.5  649.7  2,305.9 

For the quarter ended
September 30,
For the three quarters ended
September 30,
2025 2024 2025 2024
$ $ $ $
Supplemental disclosure
Income taxes paid, net of recoveries
9.9  23.6  134.9  111.1 
Interest paid, net of receipts
12.9  24.1  52.4  69.5 

19.Segmented Information
The Company provides comprehensive professional services worldwide. It considers the basis on which it is organized, including geographic areas, to identify its reportable segments. Operating segments of the Company are defined as components of the Company for which separate financial information is available and are evaluated regularly by the chief operating decision maker when allocating resources and assessing performance. The Company’s operating segments are based on its regional geographic areas.

The Company’s reportable segments are Canada, United States, and Global. These reportable segments provide professional consulting in engineering, architecture, interior design, landscape architecture, surveying, environmental sciences, project management, and project economics services in the area of infrastructure and facilities.

Segment performance is evaluated by the chief operating decision maker (CODM) based on project margin and is measured consistently with project margin in the consolidated financial statements. Reconciliations of project margin to net income before taxes is included in the consolidated statements of income.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-18
Stantec Inc.


Reportable segments

For the quarter ended September 30, 2025
Canada United States Global Consolidated
$ $ $ $
Gross revenue from external customers 484.5  1,177.1  478.9  2,140.5 
Less subconsultants and other direct expenses
    and net revenue inter-segment allocations
84.9  289.1  61.1  435.1 
Total net revenue 399.6  888.0  417.8  1,705.4 
Direct payroll costs 183.9  401.2  192.4  777.5 
Project margin 215.7  486.8  225.4  927.9 


For the quarter ended September 30, 2024
Canada United States Global Consolidated
$ $ $ $
Gross revenue from external customers 438.6  1,034.3  456.5  1,929.4 
Less subconsultants and other direct expenses
    and net revenue inter-segment allocations
67.1  258.4  79.1  404.6 
Total net revenue 371.5  775.9  377.4  1,524.8 
Direct payroll costs 174.1  349.8  172.8  696.7 
Project margin 197.4  426.1  204.6  828.1 


For the three quarters ended September 30, 2025
Canada United States Global Consolidated
$ $ $ $
Gross revenue from external customers 1,371.1  3,270.1  1,387.2  6,028.4 
Less subconsultants and other direct expenses
   and net revenue inter-segment allocations
205.7  757.6  210.0  1,173.3 
Total net revenue 1,165.4  2,512.5  1,177.2  4,855.1 
Direct payroll costs 540.2  1,130.6  548.2  2,219.0 
Project margin 625.2  1,381.9  629.0  2,636.1 


For the three quarters ended September 30, 2024
Canada United States Global Consolidated
$ $ $ $
Gross revenue from external customers 1,229.8  3,044.0  1,266.7  5,540.5 
Less subconsultants and other direct expenses
   and net revenue inter-segment allocations
163.9  758.6  229.8  1,152.3 
Total net revenue 1,065.9  2,285.4  1,036.9  4,388.2 
Direct payroll costs 498.9  1,029.2  477.8  2,005.9 
Project margin 567.0  1,256.2  559.1  2,382.3 



Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-19
Stantec Inc.


The following tables disclose the disaggregation of non-current assets by geographic area and revenue by geographic area and services:

Geographic information
Non-Current Assets Gross Revenue
September 30 December 31 For the quarter ended
September 30,
For the three quarters ended
September 30,
2025 2024 2025 2024 2025 2024
$ $ $ $ $ $
Canada 668.8  692.3  484.5  438.6  1,371.1  1,229.8 
United States 2,788.1  2,020.7  1,177.1  1,034.3  3,270.1  3,044.0 
United Kingdom 370.7  367.0  164.0  159.2  485.8  417.3 
Australia 324.9  339.3  94.9  107.1  287.9  316.9 
Other geographies 572.6  493.5  220.0  190.2  613.5  532.5 
4,725.1  3,912.8  2,140.5  1,929.4  6,028.4  5,540.5 

Non-current assets consist of property and equipment, lease assets, goodwill, and intangible assets. Geographic information is attributed to countries based on the location of the assets.

Gross revenue is attributed to countries based on the location of the project.

Gross revenue by services
For the quarter ended
September 30,
For the three quarters ended
September 30,
2025 2024 2025 2024
$ $ $ $
Infrastructure 537.7  532.4  1,575.4  1,520.7 
Water 450.4  397.0  1,300.6  1,168.3 
Buildings 551.8  423.2  1,422.1  1,227.1 
Environmental Services 403.1  395.3  1,121.1  1,089.3 
Energy & Resources 197.5  181.5  609.2  535.1 
Total gross revenue from external customers 2,140.5  1,929.4  6,028.4  5,540.5 

Performance will fluctuate quarter to quarter. The first and fourth quarters historically have lower revenue generation and project activity because of holidays and weather conditions in the northern hemisphere. Despite this quarterly fluctuation, the Company has concluded that it is not highly seasonal in accordance with IAS 34.

Customers
The Company has a large number of clients in various industries and sectors of the economy. No particular customer exceeds 10% of the Company’s gross revenue.

20.Event after the Reporting Period
Dividends
On November 13, 2025, the Company declared a dividend of $0.225 per share, payable on January 15, 2026, to shareholders of record on December 31, 2025.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
In millions of Canadian dollars except number of shares and per share data
September 30, 2025
F-20
Stantec Inc.
EX-99.3 4 ex-993xceoxcertxq3x2025x6k.htm EX-99.3 Document

Exhibit 99.3 - Certification of Interim Filings – President and Chief Executive Officer

CERTIFICATION OF INTERIM FILINGS
I, GORDON A. JOHNSTON, certify the following:

1.I have reviewed the quarterly report for the period ended September 30, 2025 (this “report”) of Stantec Inc. (the “issuer”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.    The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: November 13, 2025
/s/ Gordon A. Johnston
GORDON A. JOHNSTON, M. ENG., P. ENG
President and Chief Executive Officer

EX-99.4 5 ex-994xcfoxcertxq3x2025x6k.htm EX-99.4 Document


Exhibit 99.4 - Certification of Interim Filings – Executive Vice President and Chief Financial Officer

CERTIFICATION OF INTERIM FILINGS
I, VITO CULMONE, certify the following:

1.I have reviewed the quarterly report for the period ended September 30, 2025 (this “report”) of Stantec Inc. (the “issuer”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.    The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: November 13, 2025
/s/ Vito Culmone
VITO CULMONE
Executive Vice President and Chief Financial Officer