North American Construction Group LTD. 6-K Filing

Ticker: NOA · Form: 6-K · Filed: Nov 12, 2025 · CIK: 1368519

Sentiment: neutral

Filing Stats: 4,509 words · 18 min read · ~15 pages · Grade level 10.9 · Accepted 2025-11-12 17:05:18

Key Financial Figures

Filing Documents

Management's Discussion and Analysis for the three and nine months ended September 30, 2025

Management's Discussion and Analysis for the three and nine months ended September 30, 2025. Interim consolidated financial statements of North American Construction Group Ltd. for the three and nine months ended September 30, 2025. 99.1 North American Construction Group Ltd. Announces Results for the Third Quarter End ed September 30, 2025.

SIGNATURES

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. NORTH AMERICAN CONSTRUCTION GROUP LTD. By s Jason Veenstra Name Jason Veenstra Title Chief Financial Officer Date November 12, 2025 Table of Contents Letter to Shareholders i

Management's Discussion and Analysis

Management's Discussion and Analysis Overall Performance M- 2 Financial Highlights M- 4 Liquidity and Capital Resources M- 12 Outlook M- 22 Accounting Estimates, Pronouncements, and Measures M- 22 Internal System and Processes M- 26 Legal and Labour Matters M- 26 Forward-Looking Information M- 27 Additional Information M- 29 Interim Consolidated Financial Statements Interim Consolidated Balance Sheets F- 1 Interim Consolidated Statements of Operations and Comprehensive Income F- 2 Interim Consolidated Statements of Changes in Shareholders' Equity F- 3 Interim Consolidated Statements of Cash Flows F- 4 Notes to Interim Consolidated Financial Statements F- 5 Letter to Shareholders Dear Fellow Shareholders, Our third quarter results came in slightly better than anticipated with consistent performance across all business units. In comparison to Q2, Q3 delivered a solid 5% increase in combined revenue, a step-change improvement of 5.7% in gross profit margin (from 8.9% 1 to 14.6%), a disciplined 30% reduction in sustaining capital spend, and a sizeable $46 million increase in free cash flow. We remain focused on ending the year strong and meeting or exceeding our second half projections. In Australia, Q3 revenue was up 25% over Q3 2024, sustaining a three-year growth trajectory. The Australian team is strategically focused on operational excellence and expansion through both geographic and commodity diversification. We see significant opportunity to augment our well-established Queensland metallurgical and thermal coal businesses with expanding opportunities in unit rate work in Western Australia and New South Wales. Leveraging Australia's diverse resource wealth, we expect rapid project development and expansion from fossil fuels to critical minerals. We plan to bid these projects and win future work using mostly excess fleet from Canada. Bidding is slated for early 2026 for project starts in the second half of 2026 and

Management's Discussion and Analysis

Management's Discussion and Analysis For the three and nine months ended September 30, 2025 November 12, 2025 The following Management's Discussion and Analysis (MDA) is as of November 12, 2025, and should be read in conjunction with the attached unaudited interim consolidated financial statements and notes that follow for the three and nine months ended September 30, 2025, the audited consolidated financial statements and notes for the year ended December 31, 2024, and our annual MDA for the year ended December 31, 2024. All financial statements have been prepared in accordance with United States (US) generally accepted accounting principles (GAAP). Except where otherwise specifically indicated, all dollar amounts are expressed in Canadian dollars. The consolidated financial statements and additional information relating to our business, including our most recent Annual Information Form, are available on the Canadian Securities Administrators' SEDAR+ system at www.sedarplus.com , the US Securities and Exchange Commission's website at www.sec.gov and our Company website at www.nacg.ca . A non-GAAP financial measure is generally defined by securities regulatory authorities as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be adjusted in the most comparable GAAP measures. Non-GAAP financial measures do not have standardized meanings under GAAP and therefore may not be comparable to similar measures presented by other issuers. In our MDA, we use non-GAAP financial measures such as adjusted EBIT, adjusted EBITDA, adjusted EBITDA margin, adjusted EPS, adjusted net earnings, backlog, capital additions, capital expenditures, net, capital inventory, capital work in progress, cash liquidity, cash provided by operating activities prior to change in working capital, cash related interest expense, combined backlog, combined gross profit, combined gross profit margin,

Management's Discussion and Analysis

Management's Discussion and Analysis September 30, 2025 M-1 North American Construction Group Ltd. OVERALL PERFORMANCE Interim MDA - Quarter 3 highlights (Expressed in thousands of Canadian Dollars, except per share amounts) Three months ended September 30, 2025 2024 Change Revenue $ 317,248 $ 286,857 $ 30,391 Total combined revenue (i) 390,777 367,155 23,622 Gross profit (ii) 49,723 65,914 (16,191) Gross profit margin (i)(ii) 15.7 % 23.0 % (7.3) % Combined gross profit (i)(ii) 57,146 73,774 (16,628) Combined gross profit margin (i)(ii)(iii)(iv) 14.6 % 20.1 % (5.5) % Operating income 35,747 54,621 (18,874) Adjusted EBITDA (i) 99,039 112,876 (13,837) Adjusted EBITDA margin (i)(v) 25.3 % 30.7 % (5.4) % Net income (ii) 17,296 14,489 2,807 Adjusted net earnings (i)(ii) 19,481 31,929 (12,448) Cash provided by operating activities (ii) 91,824 55,278 36,546 Cash provided by operating activities prior to change in working capital (i)(ii) 72,294 86,578 (14,284) Free cash flow (i) 45,670 (10,652) 56,322 Purchase of PPE (ii) 66,119 67,448 (1,329) Sustaining capital additions (i)(ii) 46,977 60,240 (13,263) Growth capital additions (i) 23,275 8,985 14,290 Basic net income per share $ 0.59 $ 0.54 $ 0.05 Adjusted EPS (i) $ 0.67 $ 1.19 $ (0.52) (i) See Non-GAAP Financial Measures. (ii) The prior year amounts are adjusted to reflect a change in policy. See Accounting Estimates, Pronouncements and Measures. (iii) Combined gross profit margin is calculated using combined gross profit over total combined revenue. (iv) Certain prior period costs within the Fargo joint venture have been reclassified from non-operating to operating to better align with NACG classifications. This reclassification has no impact on revenue, income before taxes, or net income. (v) Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue. Heavy Equipment - Australia commentary Revenue, primarily comprised of the MacKella

Management's Discussion and Analysis

Management's Discussion and Analysis September 30, 2025 M-2 North American Construction Group Ltd. decrease of 15% primarily reflects the expected routine seasonal demand in the oil sands region which typically is lowest in the third quarter. Gross profit of $11.6 million, or 9.2% of revenue, compared to $26.4 million, or 19.9% of revenue, in the comparative prior year period. The reduction to gross margin percentage reflects the inclusion of demobilization activities at the Syncrude mine following reduced scopes, combined with ongoing investment in our fleet through repairs and maintenance. In comparison to 2025 Q2, gross margin percentage improved by 4.8% (or 109%), as consistent and steady operations during the quarter were contrasted by the temporary shutdowns experienced in the second quarter. Consolidated commentary Total combined revenue was $390.8 million, an increase of $23.6 million (6%) compared to $367.2 million in 2024 Q3, with $30.4 million relating to the movement in reported revenue discussed above, offset by a $6.8 million reduction in our proportionate share of revenue from equity-consolidated joint ventures. Decreased volumes generated from the Nuna Group of Companies (Nuna) was the primary driver of the negative variance as revenues from the Fargo joint ventures were generally consistent with the prior year. The Fargo project closed the quarter at 79% complete, up from 70% last quarter, reflecting continued strong progress. Combined gross profit was $57.1 million, or 14.6% of revenue, a decrease of $16.6 million, or 5.5% of revenue, largely due to the factors discussed above in the main operating segments. Further contributing towards the year-over-year reduction is reduced margin performance from Nuna at their lower revenue levels, combined with a lower margin generated by the Fargo project following a forecast margin revision in Q2 of this year. When comparing combined gross profit to 2025 Q2, the recorded 14.6% margin is a significant

Management's Discussion and Analysis

Management's Discussion and Analysis September 30, 2025 M-3 North American Construction Group Ltd. FINANCIAL HIGHLIGHTS Three and nine months ended September 30, 2025, results Three months ended Nine months ended September 30, September 30, (dollars in thousands, except per share amounts) 2025 2024 2025 2024 Revenue $ 317,248 $ 286,857 $ 978,715 $ 860,197 Cost of sales (i) 218,033 177,041 690,554 555,515 Depreciation (i) 49,492 43,902 164,717 134,915 Gross profit (i) $ 49,723 $ 65,914 $ 123,444 $ 169,767 Gross profit margin (i)(ii) 15.7 % 23.0 % 12.6 % 19.7 % General and administrative expenses (excluding stock-based compensation) (ii) 13,026 9,291 35,814 32,609 Stock-based compensation (benefit) expense (156) 1,332 (2,600) 3,081 Operating income (i) 35,747 54,621 89,118 132,496 Interest expense, net 15,265 15,003 42,904 44,939 Net income (i) 17,296 14,489 33,709 40,503 Comprehensive income (i) 28,449 15,604 44,781 42,256 Adjusted EBITDA (i)(ii) 99,039 112,876 278,928 301,246 Adjusted EBITDA margin (i)(ii)(iii) 25.3 % 30.7 % 24.2 % 28.9 % Per share information Basic net income per share $ 0.59 $ 0.54 $ 1.17 $ 1.51 Diluted net income per share $ 0.56 $ 0.48 $ 1.11 $ 1.36 Adjusted EPS (ii) $ 0.67 $ 1.19 $ 1.20 $ 2.77 (i) The prior year amounts are adjusted to reflect a change in policy. See Accounting Estimates, Pronouncements and Measures. (ii) See Non-GAAP Financial Measures. (iii) Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue. Reconciliation of total reported revenue to total combined revenue Three months ended Nine months ended September 30, September 30, (dollars in thousands) 2025 2024 2025 2024 Revenue from wholly-owned entities per financial statements $ 317,248 $ 286,857 $ 978,715 $ 860,197 Share of revenue from investments in affiliates and joint ventures 134,946 144,574 392,686 382,789 Elimination of joint venture subcontract revenue (61,417) (64,276) (218,832) (20

Management's Discussion and Analysis

Management's Discussion and Analysis September 30, 2025 M-4 North American Construction Group Ltd. Reconciliation of net income to adjusted net earnings, adjusted EBIT, and adjusted EBITDA Three months ended Nine months ended September 30, September 30, (dollars in thousands) 2025 2024 2025 2024 Net income (i) $ 17,296 $ 14,489 $ 33,709 $ 40,503 Adjustments Stock-based compensation (benefit) expense (156) 1,332 (2,600) 3,081 Loss (gain) on disposal of property, plant and equipment 740 348 (344) 641 Unrealized foreign exchange loss 845 114 689 9 Change in FV of contingent obligations - estimate adjustments (2,771) 17,727 (21,573) 26,585 Loss on derivative financial instruments 1,684 572 9,346 845 Equity investment loss on derivative financial instruments 855 1,836 2,766 2,806 Equity investment restructuring costs — — — 4,517 Depreciation expense relating to early component failures — — 4,274 — Post-acquisition asset relocation and integration costs — — 1,640 — Write-down on assets held for sale — — — 4,181 Tax effect of the above items 988 (4,489) 6,761 (8,974) Adjusted net earnings (i)(ii) 19,481 31,929 34,668 74,194 Adjustments Tax effect of the above items (988) 4,489 (6,761) 8,974 Income tax expense (i) 6,229 6,996 16,244 16,809 Equity investment EBIT (ii) 5,690 4,365 3,943 7,152 Equity loss (earnings) in affiliates and joint ventures (5,232) (4,428) (3,382) (9,545) Change in FV of contingent obligations - interest accretion 3,276 4,262 11,870 12,360 Interest expense, net 15,265 15,003 42,904 44,939 Adjusted EBIT (i)(ii) 43,721 62,616 99,486 154,883 Adjustments Depreciation (i) 49,492 43,902 164,717 134,915 Amortization of intangible assets 366 322 1,456 940 Depreciation expense relating to early component failures — — (4,274) — Write-down on assets held for sale — — — (4,181) Equity investment depreciation and amortization (ii) 5,460 6,036 17,543 14,689 Adjusted EBITDA (i)(ii) $ 99,039 $ 112,876 $ 278,928 $ 301,246

Management's Discussion and Analysis

Management's Discussion and Analysis September 30, 2025 M-5 North American Construction Group Ltd. Analysis of three and nine months ended September 30, 2025 results Revenue A breakdown of revenue by reportable segment is as follows Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024 Heavy Equipment - Australia $ 188,531 $ 149,473 $ 514,372 $ 430,593 Heavy Equipment - Canada 125,695 132,654 451,169 413,742 Other 3,082 10,834 17,431 22,021 Eliminations (60) (6,104) (4,257) (6,159) $ 317,248 $ 286,857 $ 978,715 $ 860,197 A breakdown of revenue by source is as follows Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024 Operations support services $ 282,996 $ 278,538 $ 882,676 $ 825,886 Construction services 26,463 611 67,678 2,133 Equipment and component sales 7,789 7,708 28,361 32,178 $ 317,248 $ 286,857 $ 978,715 $ 860,197 For the three months ended September 30, 2025, revenue was $317.2 million, up from $286.9 million in the same period last year, driven by strong global equipment utilization of 74%. The revenue generated by our Heavy Equipment - Australia segment of $188.5 million represents a $39.1 million increase over 2024 Q3. This increase is primarily the result of scope expansion on existing projects, in addition to the continued revenue contribution from a new project that commenced late in 2024. The quarter-over-quarter reduction in Heavy Equipment - Canada revenue is primarily driven by the reduced scopes at Millennium mine, partially offset by the ramp-up of a stream diversion project at the Kearl mine. For the nine months ended September 30, 2025, revenue was $978.7 million, up from $860.2 million in the same period last year. This growth in Heavy Equipment - Australia segment revenue was driven by the same factors that influenced the quarter. The current year increase in Heavy Equipment - Canada revenue reflects increased reclamation and overburden activities in

Management's Discussion and Analysis

Management's Discussion and Analysis September 30, 2025 M-6 North American Construction Group Ltd. A breakdown of cost of sales is as follows Three months ended Nine months ended September 30, September 30, (dollars in thousands) 2025 2024 2025 2024 Salaries, wages, and benefits $ 97,762 $ 85,920 $ 291,337 $ 253,106 Repair parts and consumable supplies (i) 32,580 36,275 171,019 141,837 Subcontractor services 49,906 22,192 148,742 72,691 Equipment and component sales 25,409 19,409 41,105 44,561 Third-party equipment rentals 6,934 6,799 19,637 22,255 Fuel 2,186 3,169 6,906 11,086 Other 3,256 3,277 11,808 9,979 $ 218,033 $ 177,041 $ 690,554 $ 555,515 (i) The prior year amounts are adjusted to reflect a change in policy. See Accounting Estimates, Pronouncements and Measures. For the three months ended September 30, 2025, gross profit was $49.7 million, representing a 15.7% gross profit margin, down from gross profit of $65.9 million with a 23.0% margin for the same period in 2024. The year-over-year decrease reflects lower margins across both the Australian and Canadian Heavy Equipment segments. The Heavy Equipment - Australia segment reported a gross profit margin of 19.6%, down from 24.9% in the prior year. The decline primarily reflects a higher reliance on subcontractors, which increased operating costs. While most sites successfully reduced subcontractor use during the quarter, following a peak in usage in Q2, specific projects required higher subcontractor involvement to manage drill and blast operations, in line with rising mining activity. Despite the cost pressures, operational performance remained strong, supported by favourable dry weather conditions. Gross profit margins in the Heavy Equipment - Canada segment declined to 9.2%, compared to 19.9% in the same quarter last year. The reduction was driven by demobilization activities following a slowdown at Syncrude mines, combined with continued investment in equipment maintenance and repair

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