斯坦泰克 2025年度报告

FORM 40-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934OR ☒ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2025Commission File Number:001-32562STANTEC INC. (Exact name of Registrant as specified in its charter) (Translation of Registrant’s name into English (if applicable)) (Province or other jurisdiction of incorporation or organization) 8711 (Primary Standard Industrial Classification Code Number (if applicable)) 98-0601423 (I.R.S. Employer Identification Number (if applicable)) 10220-103 Avenue NW, Suite 300, Edmonton, Alberta, Canada T5J 0K4, (780) 917-7000(Address and telephone number of Registrant’s principal executive offices) Stantec Consulting Services Inc., 410 17th Street, Suite 1400, Denver, CO 80202-4427, (303)295-1717(Name, address (including zip code) and telephone number (including area code) of agent for service inthe United States) Securities registered or to be registered pursuant to Section12(b) of the Act. TitleofeachclassTradingSymbol(s)NameofeachexchangeonwhichregisteredCommon SharesSTNNew York Stock Exchange None.(Title of Class) Securities for which there is a reporting obligation pursuant to Section15(d) of the Act. None. (Title of Class) For annual reports, indicate by check mark the information filed with this Form: ☑Annual information form☑Audited annual financial statements Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. As of December31, 2025 – 114,066,995 Common Shares outstanding. Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2)has beensubject to such filing requirements for the past 90 days. Yes☑No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files). Yes☑No☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company☐If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theRegistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The documents, or portions thereof, forming part of this Form 40-F are incorporated by reference into the registration statement FormS-8 333-283922 under the Securities Act of 1933. DISCLOSURE CONTROLS AND PROCEDURES The disclosure provided under “Controls and Procedures” on page M-45 of Exhibit 99.2, Management’s Discussion and Analysis, isincorporated by reference herein. MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The disclosure provided under “Management’s Annual Report on Internal Control Over Financial Reporting” on page F-2 of Exhibit99.3, 2025 Audited Consolidated Financial Statements, is incorporated by reference herein. AUDITOR ATTESTATION The disclosure provided under “Report of Independent Registered Public Accounting Firm”on pages F-3 to F-6 of Exhibit99.3, 2025Audited Consolidated Financial Statements, is incorporated by reference herein. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING The disclosure provided under “Controls and Procedures” on page M-45 of Exhibit 99.2, Management’s Discussion and Analysis, isincorporated by reference herein. IDENTIFICATION OF THE AUDIT COMMITTEEOn Decembe