Ovintiv Inc.

This summary is provided for your convenience. It does not contain all of the information you should consider when casting your vote. We encourage you to read this entire Proxy Statement before voting. For additional information, please refer to the 2024 Annual Report on Form 10-K of Ovintiv Inc. (“Ovintiv” or the “Company”) dated February 26, 2025 (the “Annual Report”). Unless noted otherwise, information in this Proxy Statement is as of February 26, 2025. Certain measures in this Proxy Statement do not have any standardized meaning as prescribed by U.S. GAAP (as hereinafter defined) and, therefore, are considerednon-GAAP measures (as hereinafter defined and noted by the † symbol). For additional information regardingnon-GAAP measures, refer to Schedule A of this Proxy Statement.

Business Overview

High Quality Portfolio • Significant basin scale in the Permian and Montney, the two largest remaining undeveloped oil resources in North America • Supported by the strong Free Cash Flow† generation of the Anadarko Deep Inventory of Premium Drilling Locations • 10-20 years of oil & condensate and 20+ years of natural gas inventory • Proven organic assessment and appraisal program Multi-Product Commodity Exposure • Premium return drilling options across both oil/condensate and natural gas • Maximizing price realizations through market diversification strategy Leveraging Operational Excellence to Drive Efficiencies • Industry-leading operational capability • Optimized development programs enhance margins while minimizing capital expenditures Generating Durable Returns • Expertise and culture to convert resource to Free Cash Flow† • Disciplined capital allocation

Select 2024 Highlights

Strong Financial Results Capital efficiency, well productivity, margin maximization and cost controls drove approximately $3.7 billion cash from operating activities and approximately $1.7 billion of Free Cash Flow†.

Substantial Shareholder Returns Returned more than $900 million to shareholders through our base dividend and share buybacks.

Portfolio High-Grading Announced the acquisition of approximately 109,000 net acres in the Montney oil window, adding approximately 900 net 10,000 foot well locations, including 600 premium locations, to Ovintiv’s drilling inventory (“Montney Acquisition”). Simultaneously, the Company announced the sale of its Uinta assets. The combined transactions are expected to boost the Company’s go-forward estimated Free Cash Flow† generation by approximately $300 million annually.

Leading Operational Execution Year-over-year efficiency improvements and optimized base production performance allowed the Company to increase its production guidance three times in 2024 without additional capital investment.

Continued Debt Reduction Lowered Net Debt† by more than $320 million.

Note:

For additional information regarding non-GAAP measures, refer to Schedule A of this Proxy Statement.

Key Year-End 2024 Business Metrics

Our Approach

Producing safe, affordable and reliable energy both profitably and sustainably is a powerful purpose – one that Ovintiv takes seriously. Our products fuel the world and make modern life possible. Oil, natural gas, and natural gas liquids are essential to every aspect of life from transportation to education and healthcare. As a responsible and innovative producer of oil and natural gas, we are committed to drive progress and improve lives. Responsible business and durability are pillars of our strategy. Our Board of Directors (the “Board”) and executive leadership team (“ELT”) direct and oversee our enterprise risk management, including sustainability matters, monitoring our progress and performance through the Board’s committee structure. High standards for durable excellence are established through our policies and programs; employees understand the Company’s expectations and are empowered to take ownership of their own performance. By linking employee and executive compensation to metrics that tie to risk oversight responsibility, and business resilience, the Board is ensuring every team member is aligned to continuous improvement. Starting in 2021, we included our methane emissions reductions target in our compensation scorecard. In our 2022 compensation program, we established a Scope 1 & 2 GHG emissions intensity target, further incentivizing our team members to be both innovative and responsible in their daily decision-making. Our Scope 1 & 2 GHG emissions intensity target was not adjusted for acquisition or divestiture activity in 2023 or 2024. In 2023, we added a total incident severity metric to emphasize a concentrated effort to reduce serious injuries.

History of Durable Leadership

A HISTORY OF ROBUST AND TRANSPARENT DISCLOSURE In May of 2024, Ovintiv published its 2023 Sustainability Report, highlighting the Company’s leadership and highlighting its significant achievements in various initiatives on our dynamic website to further improve our industry leading transparency and reporting performance.

OUR COMMITMENT

EMISSIONS • Scope 1 & 2 GHG intensity reduction target tied to compensation (benchmarked to 2019). • 46% reduction in Scope 1 & 2 GHG intensity at year-end 2024 (benchmarked against 2019 results). • Ovintiv is committed to eliminating routine flaring from its operations.

TRANSPARENCY • 20th consecutive year of industry leading sustainability reporting and transparency in 2024. • Leading industry-wide initiatives through active trade association engagement with the American Exploration & Production Council, the Canadian Association of Petroleum Producers, and the American Petroleum Institute. • Produced disclosures aligned with Task Force on Climate-related Financial Disclosures (“TCFD”) and Sustainability Accounting Standards Board (“SASB”) guidance.

HUMAN CAPITAL At Ovintiv, we are committed to fostering an environment where employees have the tools, opportunities, and support to grow their careers. This year, we launched the Driving Your Career workshop, designed to help employees navigate career progression, understand growth opportunities, and take ownership of their professional development. To support a workplace where contributions are recognized and rewarded fairly, we also conducted a comprehensive Equal Pay for Equal Work analysis. By aligning career development initiatives with pay equity, we are reinforcing a workplace where performance, opportunity, and reward go hand in hand. Additionally, we implemented the Culture Amp Tool to strengthen our employee listening strategy, allowing us to better understand workforce needs and continuously improve the employee experience. By integrating career development, pay equity, and employee engagement, we are shaping a workplace where talent thrives, contributions are valued, and employees can build long-term success at Ovintiv.

GOVERNANCE Strong corporate governance is the core of our sustainable initiatives. In 2023, the Company updated its Insider Trading and Clawback policies and added a Board Overboarding and Change in Circumstance policy, all of which set the standards for strong corporate governance. In January of 2025, the Ovintiv Board added a new independent director to the Board, which marks the third new independent director in as many years. Our board draws on a wide range of backgrounds and perspectives, bringing diverse viewpoints to their oversight of risk and strategic opportunities.

To learn more about Ovintiv’s sustainability initiatives, please refer to our Sustainability Report, which is available on our website under the “Sustainability” tab.

Safety Advisory Taskforce

At Ovintiv, safety is a foundational value and drives decision-making across the organization. We want every person who steps foot on our worksite to leave in the same condition they arrived. Throughout 2024, we worked to imbed and sustain the recommendations of the Safety Advisory Taskforce stemming from the detailed review of our safety practices in 2023. In 2024, we implemented a new Start Work Safely Authorization process in our daily operations, enhanced how we integrate safety considerations into our supply management and commercial processes, introduced a new mandatory Safety Leadership Training program for all employees, and continued to build upon our already strong safety culture by focusing on the elimination of serious incidents and fatalities from our worksites, reinforcing the importance of safe decision making and hosting a company-wide safety commitment day where senior leaders engaged with office and field staff to better understand how they experience safety at Ovintiv.

Shareholder Engagement

We value shareholder feedback and conduct an annual outreach program. This allows our Board and management team to hear directly from our institutional investors so that we understand the factors they consider to be most important when evaluating our Company. This engagement provides an opportunity for our Board and management team to answer questions our shareholders have about our approach to corporate governance, risk oversight, and strategy. In 2024, we continued this long-standing practice by offering engagements to more thantwo-thirds of our shareholders with a focus on governance and sustainability matters, as well as meetings with institutional investors during conferences and industry events. Additionally, we hosted several institutional investors on a tour of our Montney field operations.

Our shareholders expressed strong support for our strategy, risk management, disclosure practices and performance. We also gained valuable feedback during these discussions, which was shared with the full Board and its relevant committees. Our Board is committed to constructive engagement, which fuels ongoing discussions regarding how we can evolve our sustainability, executive compensation, and disclosure practices. In this year’s engagements, we covered a wide range of topics, wherein our shareholders expressed approval of our current practices, and encouraged our Board to continue with our sustainability strategy, active shareholder engagement, and disclosure practices. The following table outlines key items discussed with shareholders during our annual outreach program.

Items of Business

Item 1. Election of Directors

The Board of Ovintiv has nominated the following individuals for election as directors. Please refer to page 14 in this Proxy Statement for important information about the qualifications and experience of each of the following director nominees. Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected.

The Board recommends that you vote FOR the election of each of our eleven nominees to serve as directors of the Company until the earlier of (i) Ovintiv’s 2026 Annual Meeting of Shareholders; (ii) in each case, their successor is duly elected and qualified; or (iii) in each case, their death, resignation or removal.

Item 2. Advisory Vote to Approve Compensation of Named Executive Officers

At the Company’s 2023 annual meeting, shareholders voted, on anon-binding advisory basis, to holdsay-on-pay votes annually. That recommendation has been adopted by Ovintiv and, accordingly, we are asking our shareholders to approve, on anon-binding advisory basis, our named executive officer (“NEO”) compensation for fiscal year 2024 as disclosed pursuant to Item 402 of Regulation S-K.

The Board recommends that you vote FOR this resolution because it believes that the policies and practices described in the “Executive Compensation” section beginning on page 42 of this Proxy Statement are effective in achieving the Company’s goals of aligning pay to performance and to NEOs’ levels of responsibility, encouraging our NEOs to remain focused on both short and long-term financial and strategic goals, and linking NEO performance to shareholder value.

Item 3. Approval of the Third Amendment to the Omnibus Incentive Plan

Pursuant to the Omnibus Incentive Plan of Ovintiv Inc., dated February 13, 2019 (as amended January 24, 2020 and May 5, 2022 and attached as Schedule C to this Proxy Statement, the “Omnibus Incentive Plan”) and as required by applicable securities laws and stock exchange rules, shareholder approval is required to increase the maximum number of shares of Ovintiv common stock that may be issued from treasury or purchased on the open market and delivered to plan participants in settlement of Awards (as defined herein) granted thereunder (the “Share Reserve”). We are asking shareholders to approve an amendment to the Omnibus Incentive Plan to, among other things, increase the Share Reserve by 5,700,000 shares of Ovintiv common stock, so that the maximum number of shares of Ovintiv common stock that may be issued from treasury or purchased on the open market and delivered to participants under the Omnibus Incentive Plan will be 17,700,000 shares.

The grant of Awards under the Omnibus Incentive Plan is an integral component of the compensation of Ovintiv employees and a key part of our short and long-term incentive pay. A significant portion of Ovintiv employees’ compensation in 2024 was in the form of Awards, which vest over a period of not less than one year and which may be settled in cash or shares of Ovintiv common stock. This form of compensation (i) provides competitive pay opportunities to attract, motivate and retain employees through multi-year vesting periods; (ii) provides performance-based compensation that aligns the interests of management and shareholders without excessive risk; (iii) rewards employee performance in achieving Ovintiv’s long-term corporate goals and shareholder objectives; and (iv) aligns Ovintiv with corporate governance and compensation best practices.

In addition to increasing the Share Reserve, the amendment will also (i) revise the definitions of Fair Market Value and Grant Date under the Omnibus Incentive Plan for ease of administration and to eliminate certain unnecessary blackout period restrictions; (ii) generally require that 95% or more of the shares subject to Awards granted under the Omnibus Incentive Plan will have aone-year minimum vesting period, subject to limited exceptions (the remaining 5% of the shares subject to Awards granted under the Omnibus Incentive Plan are not required to have any minimum vesting period); and (iii) clarify that shares withheld or reacquired by Ovintiv in respect of the exercise price of or tax withholding obligations on stock options and SARs will not be returned to, and will therefore reduce the number of shares available under, the Share Reserve for reissuance under the plan. The proposed amendment to the definition of Fair Market Value would result in changing the basis for calculation from a volume weighted average to the closing price per share of Ovintiv common stock on a particular date. Notwithstanding the proposed amendment to the definition of Grant Date, historically, Ovintiv has not purposefully granted Awards during periods where it has possession of material non-public information, and Ovintiv intends to continue this practice going forward.

The Board recommends that you vote FOR this amendment.

Item 4. Ratify PricewaterhouseCoopers LLP as Independent Auditors

We are asking our shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal year 2025. A summary of fees paid to PricewaterhouseCoopers LLP for services provided in fiscal years 2024 and 2023 is provided on page 65 of this Proxy Statement. The Board recommends that you vote FOR this ratification.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

Shareholders may call toll-free: (877)750-0537

Banks and brokers may call collect: (212)750-5833

Shareholder’s Guide to Voting at the Annual Meeting

The Board is soliciting your proxy to vote your shares at the Meeting on the following matters: