Ovintiv Inc.

Strategy

Ovintiv aims to be a leading North American energy producer and is focused on developing its high-quality multi-basin portfolio of oil and natural gas producing plays. Ovintiv is committed to delivering quality returns from its capital investment, generating significant cash flows and providing durable cash returns to its shareholders through the commodity price cycle. The Company aims to achieve its strategic priorities through execution excellence, disciplined capital allocation, and commercial acumen and risk management. In addition, the Company is dedicated to driving progress in areas of environmental, social, and governance, aligning with its commitment to corporate responsibility.

In support of the Company’s commitment to enhancing shareholder value, Ovintiv utilizes its capital allocation framework to provide competitive returns to shareholders while strengthening its balance sheet.

Ovintiv continually monitors and evaluates changing market conditions to maximize cash flows, mitigate risks and renew its premium well inventory. The Company’s high-quality assets, located in the United States and Canada, form a multi-basin, multi-product portfolio which enables flexible and efficient investment of capital that supports the Company’s strategy.

Ovintiv seeks to deliver results in a socially and environmentally responsible manner. Best practices are deployed across its assets, allowing the Company to capitalize on operational efficiencies and decrease emissions intensity. The Company’s sustainability reporting, which outlines its key metrics, targets and relative progress achieved, can be found in the Company Outlook section of this MD&A and on the Company’s sustainability website.

Underpinning Ovintiv’s strategy are core values of one, agile, innovative and driven, which guide the organization to be collaborative, responsive, flexible and determined. The Company is committed to excellence with a passion to drive corporate financial performance and shareholder value.

For additional information on Ovintiv’s strategy, its reporting segments and the plays in which the Company operates, refer to Items 1 and 2 of the 2024 Annual Report on Form 10-K.

In evaluating its operations and assessing its leverage, Ovintiv reviews performance-based measures such as Non‑GAAP Cash Flow and debt-based metrics such as Debt to Adjusted Capitalization, Debt to EBITDA and Debt to Adjusted EBITDA, which are non-GAAP measures and do not have any standardized meaning under U.S. GAAP. These measures may not be similar to measures presented by other issuers and should not be viewed as a substitute for measures reported under U.S. GAAP. Additional information regarding these measures, including reconciliations to the closest GAAP measure, can be found in the Non-GAAP Measures section of this MD&A.

Highlights

During the first nine months of 2025, the Company focused on executing its 2025 capital investment plan aimed at maximizing profitability through operational and capital efficiencies, and delivering cash from operating activities. In conjunction with closing the Montney Acquisition, as discussed below, the Company has fully integrated the new assets into its existing operations.

Lower upstream product revenues in the first nine months of 2025 compared to 2024, primarily resulted from lower oil production volumes and lower average realized oil and plant condensate prices, excluding the impact of risk management activities, partially offset by higher plant condensate production volumes and higher average realized natural gas prices, excluding the impact of risk management activities. Oil production volumes decreased primarily as a result of the sale of the Company’s Uinta assets in the first quarter of 2025. Average realized oil and plant condensate prices decreased 11 percent and 10 percent, respectively, primarily due to lower benchmark prices. Plant condensate production volumes increased due to the Montney Acquisition in the first quarter of 2025. Higher average realized natural gas prices of 46 percent were primarily due to higher benchmark prices and exposure to other downstream benchmark prices. Ovintiv continues to focus on optimizing realized prices from the diversification of the Company’s downstream markets.

Significant Developments and Subsequent Events

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On November 4, 2025, Ovintiv announced it has entered into a definitive agreement to acquire all of the issued and outstanding common shares of NuVista Energy Ltd. (“NuVista”) in a cash and stock transaction valued at approximately $2.7 billion (C$3.8 billion), inclusive of assumed debt (“NuVista Acquisition”). The transaction value includes Ovintiv’s purchase of 18.5 million common shares of NuVista for $212 million (C$296 million), which closed on October 1, 2025. Under the terms of the arrangement agreement, Ovintiv will acquire all of the remaining issued and outstanding common shares of NuVista for C$18.00 per share, which will be paid 50 percent in cash and 50 percent in Ovintiv common stock, totaling approximately $1.1 billion and 30 million shares, respectively. The acquisition is strategically located adjacent to Ovintiv’s current operations and adds approximately 930 net well locations to Ovintiv’s existing Montney inventory and approximately 140,000 net acres. The acquisition will add approximately 100 MBOE/d of production volumes in 2026. The transaction has been unanimously approved by the Board of Directors of both Ovintiv and NuVista and is expected to close by the end of the first quarter of 2026 subject to NuVista shareholder, court and other customary approvals.

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During October, Ovintiv closed acreage acquisitions in Permian for total consideration of approximately $250 million. The Company acquired over 8,000 net acres and added approximately 120 net well locations.

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On September 29, 2025, the Company announced it had received regulatory approval for the renewal of its NCIB program, which enables the Company to purchase, for cancellation or return to treasury, up to approximately 22.3 million shares of common stock over a 12-month period from October 3, 2025, to October 2, 2026. The number of shares authorized for purchase represents 10 percent of Ovintiv’s public float as at September 26, 2025. In conjunction with the NuVista Acquisition discussed above, the Company has temporarily paused its share buyback program for two quarters, starting in October 2025, and expects to resume the buybacks in the second quarter of 2026.

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On January 31, 2025, the Company closed its previously announced acquisition of certain Montney assets from Paramount Resources Ltd. (“Paramount”), in an all-cash transaction of approximately $2.274 billion (C$3.280 billion), after preliminary closing adjustments (“Montney Acquisition”). The acquisition added approximately 109,000 net acres in the core of the liquids-rich Alberta Montney. The transaction had an effective date of October 1, 2024.

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On January 22, 2025, the Company closed its previously announced divestiture of substantially all of its Uinta assets, comprising approximately 126,000 net acres in the Uinta Basin of Utah, to FourPoint Resources, LLC, for approximately $1.9 billion, after preliminary closing and other adjustments. The transaction had an effective date of October 1, 2024.

Financial Results

Three months ended September 30, 2025

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Reported net earnings of $148 million, or $0.57 per share diluted, including a non-cash ceiling test impairment in the Canadian Operations of $108 million, after tax, or $0.42 per share diluted.

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Recognized net gains on risk management in revenues of $26 million, before tax.

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Generated cash from operating activities of $812 million and Non-GAAP Cash Flow of $895 million.

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Purchased for cancellation, approximately 3.7 million shares of common stock for total consideration of approximately $160 million.

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Paid dividends of $0.30 per share of common stock totaling $77 million.

Nine months ended September 30, 2025

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Reported net earnings of $296 million, or $1.13 per share diluted, including a non-cash ceiling test impairment in the Canadian Operations of $665 million, after tax, or $2.55 per share diluted.

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Recognized net gains on risk management in revenues of $97 million, before tax.

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Generated cash from operating activities of $2,698 million and Non-GAAP Cash Flow of $2,812 million.

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Purchased for cancellation, approximately 7.8 million shares of common stock for total consideration of approximately $307 million.

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Paid dividends of $0.90 per share of common stock totaling $232 million.

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Had approximately $3.3 billion in total liquidity as at September 30, 2025, which included available credit facilities of $3.5 billion, available uncommitted demand lines of $122 million, and cash and cash equivalents of $25 million, net of outstanding commercial paper of $360 million.

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Reported Debt to EBITDA of 1.8 times and Non-GAAP Debt to Adjusted EBITDA of 1.2 times.

Capital Investment

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Executed the Company’s 2025 capital plan with expenditures totaling $1,682 million.

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Focused on highly efficient capital activity to benefit from short-cycle high margin and/or low-cost projects which provide flexibility to respond to fluctuations in commodity prices, as discussed in the Company Outlook section of this MD&A.

Production

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Produced average liquids volumes of 303.6 Mbbls/d, which accounted for 50 percent of total production volumes. Average oil and plant condensate volumes of 209.6 Mbbls/d, represented 69 percent of total liquids production volumes.

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Produced average natural gas volumes of 1,847 MMcf/d, which accounted for 50 percent of total production volumes.

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Produced average total volumes of 611.5 MBOE/d.

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Incurred upstream transportation and processing expenses of $1,257 million or $7.53 per BOE, an increase of $94 million compared to 2024, primarily due to increased production volumes related to the Montney Acquisition in the first quarter of 2025.

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Incurred upstream operating expenses of $635 million or $3.81 per BOE, a decrease of $61 million compared to 2024, primarily due to the sale of the Company’s Uinta assets in the first quarter of 2025, partially offset by increased activity related to the Montney Acquisition in the first quarter of 2025.

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Incurred production, mineral and other taxes of $232 million, which represents approximately 4.27 percent of upstream product revenues. Total production, mineral and other taxes decreased by $26 million compared to 2024, primarily due to the sale of the Company’s Uinta assets in the first quarter of 2025 and lower oil commodity prices.

Additional information on the items above and other expenses can be found in the Results of Operations section of this MD&A.

In 2024, Ovintiv reassessed its reportable segments and reclassified its Market Optimization segment to present the Company’s market optimization activities in their respective USA and Canadian operating segments, which they support (“Segment Reclassification”). Additional information on the Segment Reclassification can be found in Note 3 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

2025 Outlook

Industry Outlook

Oil and Natural Gas Markets

The oil and gas industry is cyclical and commodity prices are inherently volatile. Oil prices reflect global supply and demand dynamics as well as the geopolitical and macroeconomic environment.

Oil prices for the remainder of 2025 are expected to be impacted by the interplay between the pace of global economic growth and demand for oil, OPEC+ and non-OPEC+ production levels, and continued price volatility resulting from geopolitical events and macroeconomic uncertainties. Supply and the accumulation of global oil inventories are expected to be impacted by changes in geopolitical volatility, OPEC+ and non-OPEC+ production levels, and consumer demand behavior.

Natural gas prices are primarily impacted by structural changes in supply and demand, deviations from seasonally normal weather, as well as volatility in regional markets.

Natural gas prices for the remainder of 2025 are expected to be impacted by the interplay between natural gas production and associated natural gas from oil production, changes in demand from the power generation sector, changes in export levels of U.S. and Canadian liquefied natural gas, impacts from seasonal weather, as well as supply chain constraints or other disruptions resulting from geopolitical events.

Political developments, including trade disputes and policy changes, continue to elevate global uncertainty and financial market volatility. U.S. sanctions and tariffs on select products may disrupt global supply and demand, leading to commodity price volatility. These actions can provoke retaliatory measures from other countries, further increasing economic volatility and the risk of a global recession.

Company Outlook

The Company will continue to exercise discretion and discipline, and intends to optimize capital allocation through the remainder of 2025 as the commodity price environment evolves. Ovintiv pursues innovative ways to maximize cash flows and reduce operating and administrative expenses.

Markets for oil and natural gas are exposed to different price risks and are inherently volatile. The Company enters into derivative financial instruments to mitigate price volatility and provide more certainty around cash flows. As at September 30, 2025, the Company has hedged approximately 50.0 Mbbls/d of expected oil and condensate production and 500 MMcf/d of expected natural gas production for the remainder of the year. In addition, Ovintiv proactively utilizes commodity derivatives and transportation contracts to diversify the Company’s sales markets, thereby reducing significant exposure to any given market and regional pricing.

Additional information on Ovintiv’s hedging program can be found in Note 19 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Capital Investment

The Company continues to execute its 2025 capital investment program, focusing on maximizing returns from high-margin oil and condensate, and generating cash flows in excess of capital expenditures.

During the third quarter of 2025, the Company invested $544 million, which was in line with its third quarter guidance of $525 million to $575 million. The Company expects to meet its full year 2025 capital investment guidance range of $2,125 million to $2,175 million.

Ovintiv continually strives to improve well performance and lower costs through innovative techniques. Ovintiv’s large-scale cube development model utilizes multi-well pads and advanced completion designs to maximize returns and resource recovery from its reservoirs. Ovintiv’s disciplined capital program and continuous innovation create flexibility to allocate capital in changing commodity markets to maximize cash flows while preserving the long-term value of the Company’s multi-basin portfolio.

Production

During the third quarter of 2025, total average production volumes were 630.4 MBOE/d, which exceeded the third quarter guidance range of 610.0 MBOE/d to 630.0 MBOE/d. Average oil and plant condensate production volumes were 211.8 Mbbls/d, which exceeded the third quarter guidance range of 202.0 Mbbls/d to 208.0 Mbbls/d. Average other NGL production volumes were 97.7 Mbbls/d and average natural gas production volumes were 1,925 MMcf/d, which were at the high end of their third quarter guidance ranges of 94.0 Mbbls/d to 98.0 Mbbls/d and 1,875 MMcf/d to 1,925 MMcf/d, respectively.

The Company expects to meet its updated full year 2025 total production guidance range of 610.0 MBOE/d to 620.0 MBOE/d, including oil and plant condensate production volumes of approximately 208.0 Mbbls/d to 210.0 Mbbls/d, other NGLs production volumes of approximately 94.0 Mbbls/d to 96.0 Mbbls/d and natural gas production volumes of approximately 1,850 MMcf/d to 1,870 MMcf/d.

Ovintiv promotes a collaborative culture that values knowledge exchange, open communication, continuous improvement and learning. This culture stimulates innovation and fosters the creation of best practices resulting in efficiency improvements and enhanced operational performance for the Company.

The Company is on track to achieve its full year upstream transportation and processing guidance range of approximately $7.50 per BOE to $8.00 per BOE, upstream operating expenses of approximately $3.75 per BOE to $4.00 per BOE for the remainder of the year and total production, mineral and other taxes of approximately 3.75 to 4.50 percent of upstream product revenues.

Additional information on Ovintiv’s fourth quarter and updated full year 2025 Corporate Guidance can be accessed on the Company’s website atwww.ovintiv.com.

Environmental, Social and Governance

Ovintiv recognizes the importance of implementing and maintaining sustainable practices to reduce its environmental footprint. The Company voluntarily participates in emission reduction programs and has adopted a range of strategies to help reduce emissions from its operations. These strategies include incorporating new and proven technologies, optimizing processes in its operations and working closely with third-party providers to develop best practices. The Company continues to look for innovative techniques and efficiencies in support of its commitment to emission reductions.

In May 2025, Ovintiv published its 2024 Sustainability Report. The report highlights the Company’s 2024 environmental, social and governance results, and its progress in emissions intensity reductions with the goal to meet its Scope 1&2 GHG emissions target by 2030. As at the end of 2024, the Company had achieved a greater than 45 percent reduction in the Scope 1&2 GHG emissions intensity from 2019 levels and expects to meet its emissions intensity reduction target of 50 percent by 2030 measured against the 2019 baseline. Ovintiv remains committed to its GHG emissions reduction target and has tied the target to the Company’s annual compensation program for all employees. In addition, Ovintiv continues to work towards eliminating routine flaring in its operations.

In conjunction with the Company’s strategy, Ovintiv may acquire assets to strengthen its multi-basin portfolio. Acquisitions are thoroughly assessed and evaluated for environmental impacts and alignment with the Company’s GHG emissions target. Ovintiv continues to work to integrate sustainable practices within the acquired operations to support company-wide sustainability objectives.

The Company’s social commitment framework, which is rooted in the Company’s foundational values of integrity, safety, sustainability, trust and respect, reflects Ovintiv’s positive contributions to the communities where it operates and highlights the Company’s approach to enabling an inclusive culture.

Ovintiv remains committed to protecting the health and safety of its workforce. Safety is a foundational value at Ovintiv and plays a critical role in the Company’s belief that a safe workplace is a strong indicator of a well-managed business. This safety-oriented mindset enables the Company to quickly respond to emergencies and minimize any impacts to employees and business continuity. Safety performance goals are incorporated into the Company’s annual compensation program. Additional information on talent management and employee safety can be found in the Human Capital section of Items 1 and 2 of the 2024 Annual Report on Form 10-K.

Additional information on Ovintiv’s sustainable business practices are included in its most recent Sustainability Report on the Company’s sustainability website atsustainability.ovintiv.com.