[6-K] Stantec, Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

UBS AG London Branch is offering Contingent Income Auto-Callable Securities linked to the common stock of Spotify Technology S.A. (SPOT).

• Tenor: Approximately 24 months (expected maturity 15 Jul 2027).
• Coupon: $30.75 per $1,000 note (12.30% p.a.) payable on each quarterly determination date only if SPOT closes ≥ 50% of the initial price (the “downside threshold”). Missed coupons may be recovered later via the “memory” feature.
• Early Call: If SPOT closes ≥ 100% of the initial price on any determination date (other than final), the note is automatically redeemed for par plus the applicable coupon(s).
• Principal Repayment: • If not called and SPOT final price ≥ 50% of initial, investor receives par plus final (and any unpaid) coupons. • If SPOT final price < 50% of initial, investor receives physical settlement of SPOT shares equal to the exchange ratio (par ÷ initial price), worth substantially less than par and potentially zero.
• Issue price: $1,000; estimated initial value $935.50–$965.50 (reflects fees and hedging costs).
• Fees: 2.00% total (1.50% sales commission, 0.50% structuring fee). Proceeds to issuer 98% of par.
• Secondary market: Not exchange-listed; UBS Securities LLC may provide limited liquidity but is not obligated to do so.
• Credit risk: Unsecured, unsubordinated obligations of UBS AG; all payments subject to UBS creditworthiness.

Investor profile: Suitable only for investors who can tolerate equity-like downside, limited upside, issuer credit risk and potential illiquidity, and who seek high contingent income with possible early redemption.

Positive

• High contingent coupon of 12.30% p.a. enhances current income potential.
• Memory feature allows recovery of previously missed coupons if SPOT later meets the threshold.
• 50% downside barrier provides a relatively deep cushion before principal is at risk.
• Automatic call at 100% of initial price may shorten duration and boost annualised yield.

Negative

• No principal protection; investors incur full equity loss if SPOT falls ≥50%, plus UBS credit risk.
• Limited upside; maximum return equals cumulative coupons—no participation in SPOT gains.
• Estimated fair value below issue price (up to 6.5% discount) reflects embedded fees.
• Illiquid secondary market; notes not exchange-listed and dealer support discretionary.
• Early redemption risk may force reinvestment at lower rates.
• Potential bail-in under Swiss resolution regime could result in write-down independent of SPOT performance.

Insights

Structured-Products Analyst

TL;DR – High coupon, no principal protection, 50% barrier; credit & liquidity risks remain.

The note offers an attractive 12.3% annual contingent coupon and a wide 50% downside threshold, but investors forego any participation above par and face full equity risk below the barrier. Early-call mechanics cap returns and shorten duration. Estimated fair value (~$935-$966) highlights a 3.4-6.5% embedded cost at issuance. Credit exposure to UBS and the absence of listing further heighten risk. Overall, risk-adjusted reward appears balanced to slightly unfavorable for most investors.

Credit & Risk Specialist

TL;DR – Significant tail risk; memory coupon mitigates income gaps but not capital loss.

The structure’s physical settlement below the 50% barrier can translate into losses mirroring SPOT’s decline, with no protection if UBS enters resolution. FINMA bail-in powers could write off the notes ahead of senior deposits. Liquidity risk is acute: non-listed notes typically price at wide bid-ask spreads, and dealer support wanes after the initial premium amortises. Investors must be comfortable with a worst-case 100% loss and uncertain exit pricing.

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 July 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 office)

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 ]

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: July 9, 2025		/s/ Vito Culmone
		Vito Culmone
		Executive Vice President and CFO

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated July 9, 2025

FAQ

What is the coupon rate on the UBS Contingent Income Auto-Callable linked to SPOT?

The note pays a $30.75 coupon per $1,000 (12.30% per annum) on any determination date where SPOT closes at or above 50% of its initial price.

When can the note be called early by UBS?

If on any quarterly determination date before maturity SPOT closes at or above 100% of the initial price, UBS will redeem the note for par plus the due coupon(s).

What happens at maturity if SPOT is below the 50% downside threshold?

Investors receive Spotify shares equal to the exchange ratio (par divided by initial price); the value could be substantially less than $1,000 and may be worthless.

Is principal protected on these securities?

No. The notes are unsecured and unsubordinated; investors can lose some or all principal based on SPOT performance and UBS credit events.

How is the estimated initial value determined and why is it lower than the issue price?

UBS’ internal models place fair value at $935.50–$965.50, reflecting dealer fees, hedging costs and UBS’ funding rate, resulting in a 3.4–6.5% premium over fair value paid by investors.

Will the notes trade on an exchange?

No. They will not be listed; any secondary liquidity depends on dealer discretion and may involve significant price concessions.