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Ovintiv Inc.

For the period ended Dec 31, 2025. Filed Feb 23, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 23, 2026

OVV$60.52-0.6%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-26.

0000950170-25-027914

Item 1A. Risk Factors

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-23.

0001193125-26-064309

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 239 previous paragraphs and 232 current paragraphs.

197 unchanged; 29 reworded; 5 added; 12 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

global and regional supply and demand for oil, NGLs and natural gas;

Current report

technology failures or cyberattacks; and

Current report

Additionally, we utilize proprietary AI in our business. As with many developing technologies, AI presents risks and challenges and may result in unintended consequences that could affect its further development and use, and therefore our business. If our proprietary AI fails to operate as anticipated our competitive position may be harmed and our business and reputation may be adversely impacted.

Current report

Emissions - Greenhouse gases (which include, among other things, methane, carbon dioxide, nitrous oxide and various fluorinated gases; “GHGs”) are typically emitted throughout all phases of the oil and natural gas supply chain, including production, transportation, processing, refining and storage operations. Additionally, although beyond our control, end user consumption of oil and natural gas in activities such as power generation and motorized transportation also results in GHG emissions. In the United States, the Trump Administration has taken a number of steps to roll back Biden-era (or earlier) environmental regulations. For example: a rule regarding methane pollution set to go into effect in March was delayed until January of 2027; a pending rule would eliminate mandatory reporting for GHG emissions from power plants, refineries, and oil and gas suppliers; and a number of prior initiatives regarding reporting and clean air standards have either been rescinded, withdrawn, or are pending review. Finally, via executive order on January 7, 2026, President Trump withdrew the United States from the United Nations Framework Convention on Climate Change (UNFCCC), which the U.S. joined in 1992, and the Intergovernmental Panel on Climate Change, which produces climate reports. There may continue to be further regulatory changes related to climate change during the remainder of the Trump presidency.

Current report

In November 2025, the Government of Canada and the Government of Alberta signed a Memorandum of Understanding (“MOU”) addressing, among other things, that while Canada and Alberta remain committed to achieving net zero greenhouse gas emissions by 2050, the Government of Canada will not implement the Oil and Gas Emissions Cap, which has not yet been put into effect. Further, Canada and Alberta agreed to enter into a methane equivalency agreement by April 1, 2026, with a 2035 target date and a 75 percent reduction target relative to 2014 emissions levels. In December 2025, the Government of Canada announced final methane regulations for the onshore oil and gas sector under the Canadian Environmental Protection Act. The rules strengthen leak detection and repair requirements, prohibit or significantly limit routine venting and flaring, and establish prescribed work practices and inspection schedules and facility‑level methane intensity thresholds. Amendments will come into force on January 1, 2028, and target methane reduction by 2040. The Government of British Columbia also has equivalency agreements in place with the Government of Canada, such that the current federal methane regulations generally do not apply in the province; however, regulatory changes may be issued to maintain the equivalency with the newly issued Federal regulations.
Removed paragraphs (12)

Previous report

Our corporate reorganization in January of 2020 may result in material Canadian and/or U.S. federal income taxes.

Previous report

A pandemic, epidemic or other widespread outbreak of an infectious disease could materially and adversely affect the operation of our business.

Previous report

global supply and demand for oil, NGLs and natural gas;

Previous report

changes to free trade agreements;

Previous report

technology failures or cyber attacks; and

Previous report

Emissions - Greenhouse gases (which include, among other things, methane, carbon dioxide, nitrous oxide and various fluorinated gases; “GHGs”) are typically emitted throughout all phases of the oil and natural gas supply chain, including production, transportation, processing, refining and storage operations. Additionally, although beyond our control, end user consumption of oil and natural gas in activities such as power generation and motorized transportation also results in GHG emissions. In the United States, the EPA under the Biden Administration determined that GHG emissions present a danger to public health and the environment and has adopted Environmental Regulations that, among other things, restrict GHG emissions and require the monitoring and annual reporting of GHG emissions from specified sources. For example, in 2024, the EPA finalized the New Source Performance Standard Subpart OOOOb, which will impose more stringent methane and volatile organic compound emission standards for new, modified or reconstructed sources in the oil and natural gas industry. The EPA also finalized New Source Performance Standard Subpart OOOOc, which create, for the first-time, emission guidelines for existing oil and natural gas sources included in individual states’ implementation plans. These Subpart OOOOb and OOOOc standards expand upon previously issued New Source Performance Standards, Subpart OOOO and Subpart OOOOa published by the EPA in 2012 and 2016, respectively. Furthermore, in November 2022, the BLM proposed regulations limiting the waste of natural gas from venting, flaring and leaks during operations on existing and new federal and tribal leases. In addition, in August 2022, former President Biden signed the IRA creating a first-ever, phased-in methane fee (also known as the waste emission charge) that applies to certain oil and gas facilities. The first anticipated methane fee is due in 2025 for reporting year 2024. These and other Environmental Regulations that went into effect under the Biden Administration may be modified or reversed under the Trump Administration.

Previous report

In December 2023, the Government of Canada published draft amendments to the federal regulations respecting reduction in the release of methane and certain volatile organic compounds concerning the upstream oil and gas sector. If implemented, the amendments would require the oil and gas sector to achieve a 75 percent reduction in methane emissions from 2012 levels by 2030. The draft amendments would, among other things, prohibit flaring and venting with limited exceptions, require high levels of equipment efficiency and require inspections for all producing and non-producing wells. Alberta and British Columbia have equivalency agreements in place with the Government of Canada, such that the current federal methane regulations generally do not apply in these provinces. However, in the event that the draft amendments are passed, regulatory changes in Alberta and British Columbia may be required to maintain equivalency. Publication of the finalized amendments is expected in 2025 and new requirements would come into force between 2027 and 2030. In December 2023, the Government of Canada announced plans to implement a national emissions cap-and-trade system for GHG emissions from the oil and gas sector through regulations to be made under the Canadian Environmental Protection Act, 1999 ("CEPA"). The cap-and-trade system is expected to be phased in between 2026 and 2030 and apply to, among other things, all direct GHG emissions from upstream oil and gas facilities, while also accounting for indirect emissions and emissions that are captured and permanently stored. It is currently proposed that the 2030 emissions cap (which will inform the number of emission allowances issued to regulated facilities) will be set at 35 percent to 38 percent below 2019 emission levels. The regulatory framework was published in December 2023 and was open for comment until February 2024. The draft regulatory framework was published in November of 2024 and the Government of Canada has stated it will continue to deliberate to inform the final regulations, which will be published in 2025.

Previous report

Our corporate reorganization in January of 2020 may result in material Canadian and/or U.S. federal income taxes.

Previous report

On January 24, 2020, Encana completed a corporate reorganization (the “Reorganization”), which included among other things, our acquisition of all of the issued and outstanding shares of Encana common stock in exchange for shares of Ovintiv common stock on a one-for-one basis and becoming the parent company of Encana and its subsidiaries and our subsequent migration from Canada to the United States, becoming a Delaware corporation (the “U.S. Domestication”). The Reorganization and U.S. Domestication involved multiple complex U.S. and Canadian tax issues, including numerous assumptions and estimates of fair market value. While we believe that our analysis and application of both U.S. and Canadian tax laws to the Reorganization was correct, certain tax authorities may challenge our positions which could materially and adversely affect our business, financial condition and results of operations.

Previous report

A pandemic, epidemic or other widespread outbreak of an infectious disease, could materially and adversely affect the operation of our business.

Previous report

Global or national health concerns, including a pandemic, epidemic or other widespread outbreak of an infectious disease, can, among other impacts, negatively impact the global economy and business prospects, reduce demand for crude oil, NGLs and natural gas, increase volatility in commodity prices, lead to operational disruptions and limit our ability to execute on our business plan, any of which could reduce our spending and operating plans, reduce the value and amount of our oil, NGLs or natural gas reserves and production, cause substantial fluctuations in our stock price and credit ratings, or otherwise materially and adversely affect our business, financial condition, results of operations, and access to liquidity. Furthermore, uncertainty regarding the impact of any outbreak of contagious disease could also lead to substantial fluctuations in currency exchange rates, inflation rates and interest rates, increased counterparty credit and performance risk, and reduced levels of general investing and consumption.

Previous report

A pandemic, epidemic or other widespread outbreak of an infectious disease, and resulting restrictive measures implemented by governments in the jurisdictions in which we operate, could in the future prevent our employees, contractors or suppliers from accessing our properties or performing critical services.
Reworded paragraphs (29)

Previous wording

Our business and operations, and our industry in general, are subject to a variety of risks. If any event arising from the risk factors set forth below occurs, our business, financial condition, results of operations, liquidity, the trading prices of our securities and in some cases our reputation could be materially and adversely affected. When assessing the materiality of the foregoing risk factors, we consider several qualitative and quantitative factors, including, but not limited to, financial, operational, environmental, regulatory, reputational and safety aspects of the identified risk factor. The risks described below may not be the only risks we face, as our business, operations and industry may also be subject to risks that we do not yet know of, or that we currently believe are immaterial.

Current wording

Our business and operations, and our industry in general, are subject to a variety of risks. If any event arising from the risk factors set forth below occurs, our business, financial condition, results of operations, liquidity, the trading prices of our securities and in some cases our reputation could be materially and adversely affected. When assessing the materiality of the foregoing risk factors, we consider several qualitative and quantitative factors, including, but not limited to, financial, operational, environmental, regulatory, reputational and safety aspects of the identified risk factor. The risks described below may not be the only risks we face, as our business, operations and industry may also be subject to risks that we do not yet know of, or that we currently believe are immaterial. The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.

Previous wording

We are subject to risks and uncertainties associated with increased environmental regulations in all jurisdictions in which we operate.

Current wording

We are subject to risks and uncertainties associated with evolving environmental regulations in all jurisdictions in which we operate.

Previous wording

Enhanced scrutiny on sustainability matters could have an adverse effect on our operations.

Current wording

Increased scrutiny of sustainability matters could have an adverse effect on our operations.

Previous wording

We could be adversely affected by security threats, including cyber-security threats and related disruptions.

Current wording

We could be adversely affected by security threats, including cybersecurity threats and related disruptions.

Previous wording

adverse weather conditions, natural disasters and other catastrophic events, such as tornadoes, flooding, severe heat or cold, earthquakes and hurricanes;

Current wording

adverse weather conditions, natural disasters and other catastrophic events, such as tornadoes, flooding, severe heat or cold, wildfires, earthquakes and hurricanes;

Previous wording

Prices for oil, NGLs and natural gas are particularly sensitive to actual and perceived threats to geopolitical stability and to changes in production from OPEC+ member states. For example, the ongoing conflict between Russia and Ukraine, and the continuation of, or any increase in the severity of, this conflict or conflict in the Gaza region, has led and may continue to lead to an increase in the volatility of global oil and gas prices.

Current wording

Prices for oil, NGLs and natural gas are particularly sensitive to actual and perceived threats to geopolitical stability and to changes in production from OPEC+ and non-OPEC+ member states. For example, the ongoing conflict between Russia and Ukraine, and the continuation of, or any increase in the severity of, this conflict, the U.S.’s involvement in Venezuela, or conflict in the Gaza region, has led and may continue to lead to an increase in the volatility of global oil and gas prices. Additionally, political developments, including trade disputes and policy changes, U.S. sanctions, tariffs or other trade restrictions continue to elevate global economic uncertainty and could lead to commodity price volatility.

Previous wording

environmental hazards, such as the uncontrollable release or spill of oil, natural gas, toxic gases (such as hydrogen sulfide), produced water (brine), drilling or completion fluids, or other pollutants into the environment, including the surface, subsurface, air and groundwater;

Current wording

environmental hazards, such as the uncontrolled release or spill of oil, natural gas, toxic gases (such as hydrogen sulfide), produced water (brine), drilling or completion fluids, or other pollutants into the environment, including the surface, subsurface, air and groundwater;

Previous wording

adverse weather conditions, such as severe heat or cold, wildfire, flooding, tornados and other natural disasters;

Current wording

adverse weather conditions, such as severe heat or cold, wildfire, flooding, tornadoes and other natural disasters;

Previous wording

cyber attacks targeting oil and gas infrastructure.

Current wording

cyberattacks targeting oil and gas infrastructure.

Previous wording

Historically, acquisitions of oil and natural gas properties, including through acreage trades, farm-ins and asset- or corporate-level acquisitions, have contributed to our growth. This includes our recent acquisition of Montney assets in Alberta from Paramount Resources Ltd. Acquisition opportunities in the oil and natural gas industry are inherently competitive, which can increase the cost of, or cause us to refrain from, completing acquisitions. The success of any acquisition will depend on several factors and involves potential risks and uncertainties, including, among other things:

Current wording

Historically, acquisitions of oil and natural gas properties, including through acreage trades, farm-ins and asset- or corporate-level acquisitions, have contributed to our growth. This includes our recent announcement of the acquisition of NuVista Energy Ltd. Acquisition opportunities in the oil and natural gas industry are inherently competitive, which can increase the cost of, or cause us to refrain from, completing acquisitions. The success of any acquisition will depend on several factors and involves potential risks and uncertainties, including, among other things:

Previous wording

the impact to existing shareholders of the issuance of equity to finance the acquisition;

Current wording

the impact to our existing shareholders of the issuance of additional equity to finance the acquisitions;

Previous wording

We may identify certain assets for disposition, the proceeds of which could reduce the amount of our existing indebtedness and/or increase the amount of capital available for other business purposes, including shareholder returns and acquisitions. Various factors could materially affect our ability to dispose of the identified assets or complete any announced transactions, including commodity price volatility; the availability of counterparties willing to acquire oil and natural gas assets at prices and on terms acceptable to us; approval by our Board of Directors; associated asset retirement obligations; due diligence; general market conditions; the assignability of any associated contract, joint venture, partnership or other arrangements; and required stock exchange, governmental or third-party approvals. These factors may also reduce the value of our assets or the proceeds of any asset disposition.

Current wording

We may identify certain assets for disposition, the proceeds of which could reduce the amount of our existing indebtedness and/or increase the amount of capital available for other business purposes, including shareholder returns and acquisitions. This includes our recent announcement to divest our Anadarko assets. Various factors could materially affect our ability to dispose of the identified assets or complete any announced transactions, including commodity price volatility; the availability of counterparties willing to acquire oil and natural gas assets at prices and on terms acceptable to us; approval by our Board of Directors; associated asset retirement obligations; due diligence; general market conditions; the assignability of any associated contract, joint venture, partnership or other arrangements; and required stock exchange, governmental or third-party approvals. These factors may also reduce the value of our assets or the proceeds of any asset disposition.

Previous wording

Indigenous peoples have claimed indigenous treaty, title and other rights in respect of areas within the United States and Canada. The legal basis of an indigenous land claim, such as the BRFN case in 2021, is a matter of considerable legal complexity and we cannot predict the impact of such a claim, or the possible effects of a settlement of such claim, with any degree of certainty. In addition, no assurance can be given that any recognition of indigenous rights or claims whether by way of a negotiated settlement or by judicial pronouncement (or through the grant of an injunction prohibiting exploration, development or production activities pending resolution of any such claim) would not delay or even prevent our exploration, development and production activities. If a material claim were to arise and be successful, such claim could have a material and adverse effect on our business, financial condition and results of operations. In addition, the process of addressing such claim, regardless of the outcome, could be expensive and time consuming and could result in delays which could have a material and adverse effect on our business, financial condition and results of operations. For more information on the BRFN case refer to “Regulatory Matters” under Items 1 and 2 of this Annual Report on Form 10-K.

Current wording

Indigenous peoples have claimed indigenous treaty, title and other rights in respect of areas within the United States and Canada. The legal basis of an indigenous land claim, such as the BRFN case in 2021, is a matter of considerable legal complexity and we cannot predict the impact of such a claim, or the possible effects of a settlement of such claim, with any degree of certainty. In addition, no assurance can be given that any recognition of indigenous rights or claims whether by way of a negotiated settlement or by judicial pronouncement (or through the grant of an injunction prohibiting exploration, development or production activities pending resolution of any such claim) would not delay or even prevent our exploration, development and production activities. If a material claim were to arise and be successful, such claim could have a material and adverse effect on our business, financial condition and results of operations. In addition, the process of addressing such claim, regardless of the outcome, could be expensive and time consuming and could result in delays which could have a material and adverse effect on our business, financial condition and results of operations. For more information on the BRFN case refer to “Regulatory Matters” in Items 1 and 2 of this Annual Report on Form 10-K.

Previous wording

We are subject to risks and uncertainties associated with increased environmental regulations in all jurisdictions in which we operate.

Current wording

We are subject to risks and uncertainties associated with evolving environmental regulations in all jurisdictions in which we operate.

Previous wording

In June 2024, the Government of Canada passed amendments to the Competition Act which outlined new provisions aimed at preventing greenwashing. These provisions require that companies be able to substantiate environmental claims made to promote a product or business interest. The Competition Bureau released draft guidelines in December 2024 to provide clarity on compliance, and they are open for comment until the end of February 2025. This may increase Ovintiv’s exposure to claims of greenwashing by third party organizations.

Current wording

In June 2024, the Government of Canada passed amendments to the Competition Act which outlined new provisions aimed at preventing greenwashing. These provisions require that companies be able to substantiate environmental claims made to promote a product or business interest. In November 2025, the Government of Canada published a proposal to remove the requirement that environmental benefit claims be substantiated in accordance with an “internationally recognized methodology”; however, claims must still be based on adequate and proper substantiation. The proposal is expected to be finalized in 2026.

Previous wording

In British Columbia, the government released a series of GHG reduction intention papers that target methane emissions, carbon pricing mechanisms, permitting of new infrastructure and mechanisms to cap future emissions. These proposed mechanisms include: an oil and gas sector emissions cap to achieve a 33-38 percent reduction in emissions below 2007 levels by 2030; the requirement for all new, large industrial facilities to achieve net-zero emissions by 2050 (2030 for LNG projects) showing how they align with interim 2030 and 2040; and, a new Output Based Pricing System for large industrial emitters to ensure equivalency with the federal carbon pricing regime. Implementation will likely take effect on April 1, 2024. While Ovintiv’s proactive approach to electrification in our Montney operations will shelter its exposure to the Output-Based Pricing System, there is the potential for additional burden associated with the other proposed policy items.

Current wording

In British Columbia, the government released a series of GHG reduction intention papers that target methane emissions, carbon pricing mechanisms, permitting of new infrastructure and mechanisms to cap future emissions. These proposed mechanisms include: an oil and gas sector emissions cap to achieve a 33-38 percent reduction in emissions below 2007 levels by 2030; the requirement for all new, large industrial facilities to achieve net-zero emissions by 2050 (2030 for LNG projects) showing how they align with interim 2030 and 2040; and, a new Output Based Pricing System for large industrial emitters to ensure equivalency with the federal carbon pricing regime. However, in November 2025, CleanBC issued a report which included a recommendation to abandon the oil and gas emission cap in the province of British Columbia.

Previous wording

is gradually raising the federal carbon tax to C$170/tonne CO2e by 2030; and (c) has announced its intention to impose a hard cap on GHG emissions from the oil and natural gas industry, seek to reduce methane emissions from the oil and natural gas industry by 75 percent below 2012 levels by 2030 and ensure GHG emission reductions are on a pace and scale sufficient to reach net-zero by 2050. In November 2021, the Unites States, Canada, and other countries entered into the Glasgow Climate Pact, which includes a range of measures designed to address climate change, including but not limited to the phase-out of fossil fuel subsidies, reducing methane emissions 30 percent by 2030, and cooperating toward the advancement of the development of clean energy. Similar regulatory and policy framework efforts were committed to at the 2023 UN Climate Change Conference (COP28) in late 2023. We actively participate in certain provincial industrial emission programs offered by both Alberta and British Columbia that allow for the generation of offsets and other rebates to incentivize emission reduction projects and mitigate carbon tax costs. We expect to continue to be able to utilize these provincial programs in the future to migrate our carbon tax costs.

Current wording

The Canadian federal government, along with several provincial and state governments, have also announced intentions to adhere to certain international protocols regarding GHG emissions and regulate GHGs and certain air pollutants. In addition to federal action, many state and provincial officials have stated their intent to intensify efforts to regulate GHG emissions, including methane, from the oil and natural gas industry. These governments are currently developing and/or implementing regulatory and policy frameworks to deliver on their announcements. For example, in Canada, the Government of Canada (a) has committed to cutting Canada’s net GHG emissions by 40-45 percent below 2005 levels by 2030 in accordance with its pledge under the Paris Agreement; (b) is gradually raising the federal carbon tax to C$170/tonne CO2e, but likely to be revised to a maximum of $130/tonne, by 2030; and (c) has announced its intention to impose a hard cap on GHG emissions from the oil and natural gas industry, seek to reduce methane emissions from the oil and natural gas industry by 75 percent below 2012 levels by 2030 and ensure GHG emission reductions are on a pace and scale sufficient to reach net-zero by 2050. In November 2021, Canada and other countries entered into the Glasgow Climate Pact, which includes a range of measures designed to address climate change, including but not limited to the phase-out of fossil fuel subsidies, reducing methane emissions 30 percent by 2030, and cooperating toward the advancement of the development of clean energy. Similar regulatory and policy framework efforts were committed to at the 2023 UN Climate Change Conference (COP28) in late 2023. We actively participate in certain provincial industrial emission programs offered by both Alberta and British Columbia that allow for the generation of offsets and other rebates to incentivize emission reduction projects and mitigate carbon tax costs. We expect to continue to be able to utilize these provincial programs in the future to migrate our carbon tax costs.

Previous wording

We are subject to risks and uncertainties arising out of government, investor and consumer action in response to concerns over climate change and the transition to a lower-carbon economy that could reduce demand for the oil, NGLs and natural gas we produce; increase our operating costs; and limit the areas in which we may explore for, develop, and produce oil, NGLs and natural gas.

Current wording

We are subject to risks and uncertainties arising from changing weather conditions as well as government, investor and consumer action in response to concerns over climate change and the transition to a lower-carbon economy that could reduce demand for the oil, NGLs and natural gas we produce; increase our operating costs; and limit the areas in which we may explore for, develop, and produce oil, NGLs and natural gas.

Previous wording

Market Risks - Shifts in supply and demand for certain commodities, including oil and gas (as well as products dependent on oil and gas) due to concerns over climate change could affect markets. Lower demand for oil and gas production or products that use oil and gas as fuel or increased demand for lower-emission products and services could result in lower prices and lower revenues. Market risk may also take the form of limited access to capital as some in the investment community (including, among others, shareholders, bondholders, institutional lenders, investment advisors, pension and sovereign wealth funds and endowments) have also become increasing concerned with the causes of climate change and the role oil and natural gas companies play in any of its purported effects. This has led some in the investment community to shift all or part of their investment or funding allocations away from the oil and natural gas industry and others to modify the terms upon which funding is made available to the oil and natural gas industry. In other instances, it has led shareholders to initiate lawsuits against the directors and management of oil and natural gas companies and/or bring shareholder proposals demanding that oil and natural gas companies increase climate disclosure; change business practices or operations; or appoint new board representation.

Current wording

Market Risks - Shifts in supply and demand for certain commodities, including oil and gas (as well as products dependent on oil and gas) due to concerns over climate change could affect markets. Lower demand for oil and gas production or products that use oil and gas as fuel or increased demand for lower-emission products and services could result in lower prices and lower revenues. Market risk may also take the form of limited access to capital as some in the investment community (including, among others, shareholders, bondholders, institutional lenders, investment advisors, pension and sovereign wealth funds and endowments) have also become increasingly concerned with the causes of climate change and the role oil and natural gas companies play in any of its purported effects. This has led some in the investment community to shift all or part of their investment or funding allocations away from the oil and natural gas industry and others to modify the terms upon which funding is made available to the oil and natural gas industry. In other instances, it has led shareholders to initiate lawsuits against the directors and management of oil and natural gas companies and/or bring shareholder proposals demanding that oil and natural gas companies increase climate disclosure; change business practices or operations; or appoint new board representation.

Previous wording

Reputation Risk - Public attention to issues concerning the existence and extent of climate change, and the role of human activity in it, continues to increase, with the oil and natural gas industry receiving heightened scrutiny regarding GHG emissions. These changing perceptions could lower demand for our oil and gas production, resulting in lower prices and lower revenues as consumers avoid carbon-intensive industries and could also pressure banks and investment managers to shift investments and reduce lending as described above.

Current wording

Reputation Risk - Public attention to issues concerning the existence and extent of climate change, and the role of human activity in it, continues to shift. These changing perceptions could lower demand for our oil and gas production, resulting in lower prices and lower revenues as consumers avoid carbon-intensive industries and could also pressure banks and investment managers to shift investments and reduce lending as described above.

Previous wording

Physical Risk - Adverse weather conditions such as severe heat or cold, flooding, tornados and other natural disasters could affect our operations. If any such effects were to occur, they could adversely affect or delay demand for the oil or natural gas produced or cause us to incur significant costs in preparing for or responding to the effects of climatic events themselves. Potential adverse effects could include disruption of our and our customers’ operations, including, for example, damages to our facilities from winds or floods, increases in our costs of operation, or reductions in the efficiency of our operations, impacts on our personnel, supply chain, or distribution chain, as well as potentially increased costs for insurance coverages in the aftermath of such effects. Any of these events could have an adverse effect on our assets and operations.

Current wording

Physical Risk - Abnormal weather events could adversely affect or delay demand for the oil or natural gas produced or cause us to incur significant costs in preparing for or responding to the effects of climatic events themselves. Potential adverse effects could include disruption of our and our customers’ operations, including, for example, damages to our facilities from winds or floods, increases in our costs of operation, or reductions in the efficiency of our operations, impacts on our personnel, supply chain, or distribution chain, as well as potentially increased costs for insurance coverages in the aftermath of such effects. Any of these events could have an adverse effect on our assets and operations.

Previous wording

Enhanced scrutiny on sustainability matters could have an adverse effect on our operations.

Current wording

Increased scrutiny of sustainability matters could have an adverse effect on our operations.

Previous wording

As of December 31, 2024, we had outstanding long-term unsecured senior notes of $5,476 million and our revolving credit facilities remain unused. The terms of our various financing arrangements, including but not limited to the indentures relating to our outstanding senior notes and the credit agreements relating to our revolving credit facilities, impose restrictions on our ability to take a number of actions that we may otherwise desire to take, including incurring additional debt (including guarantees of indebtedness) and selling or creating liens on certain assets.

Current wording

As of December 31, 2025, we had outstanding long-term unsecured senior notes of $4,876 million, $351 million in outstanding commercial paper, we have no outstanding balance under our revolving credit facilities and our term loan was undrawn. The terms of our various financing arrangements, including but not limited to the indentures relating to our outstanding senior notes and the credit agreements relating to our revolving credit facilities, and our term loan, impose restrictions on our ability to take a number of actions that we may otherwise desire to take, including incurring additional debt (including guarantees of indebtedness) and selling or creating liens on certain assets.

Previous wording

All of our operations are subject to extensive federal, state, provincial, local and other laws, rules and regulations, including with respect to drilling operations; completion operations, including the use of hydraulic fracturing; the production of oil, NGLs and natural gas; the disposal of produced water and other hazardous waste; the gathering and transportation of oil, NGLs and natural gas; the imposition of taxes; royalty payments; environmental matters, including air and water emissions or discharges; free trade agreements; worker health and safety; and conservation policies, including policies related to environmentally sensitive areas and protected species. These laws, rules and regulations may impose substantial liabilities for our failure to comply, including the assessment of administrative, civil and criminal penalties and the issuance of injunctions restricting or prohibiting some or all of our activities in a particular area.

Current wording

All of our operations are subject to extensive federal, state, provincial, local and other laws, rules, regulations and executive orders, including with respect to drilling operations; completion operations, including the use of hydraulic fracturing; the production of oil, NGLs and natural gas; the disposal of produced water and other hazardous waste; the gathering and transportation of oil, NGLs and natural gas; the imposition of taxes; royalty payments; environmental matters, including air and water emissions or discharges; free trade agreements and global trade policies; worker health and safety; and conservation policies, including policies related to environmentally sensitive areas and protected species. These laws, rules and regulations may impose substantial liabilities for our failure to comply, including the assessment of administrative, civil and criminal penalties and the issuance of injunctions restricting or prohibiting some or all of our activities in a particular area.

Previous wording

We currently are, and from time to time in the future may be, subject to claims, litigation, administrative proceedings and regulatory actions. The outcome of these matters may be difficult to assess or quantify, and there cannot be any assurance that such matters will be resolved in our favor. If we are unable to resolve such matters favorably, we or our directors, officers or employees may become involved in legal proceedings that could result in an onerous or unfavorable decision, including fines, sanctions, monetary damages or the inability to engage in certain operations or transactions. The defence of such matters may also be costly, time consuming and could divert the attention of management and key personnel away from our operations. We may also be subject to adverse publicity associated with such matters, regardless of whether such allegations are valid or whether we are ultimately found liable. As a result, such matters could have a material adverse effect on our business, reputation, financial condition, results of operations or liquidity. See Item 3 of this Annual Report on Form 10-K.

Current wording

We currently are, and from time to time in the future may be, subject to claims, litigation, administrative proceedings and regulatory actions. The outcome of these matters may be difficult to assess or quantify, and there cannot be any assurance that such matters will be resolved in our favor. If we are unable to resolve such matters favorably, we or our directors, officers or employees may become involved in legal proceedings that could result in an onerous or unfavorable decision, including fines, sanctions, monetary damages or the inability to engage in certain operations or transactions. The defense of such matters may also be costly, time consuming and could divert the attention of management and key personnel away from our operations. We may also be subject to adverse publicity associated with such matters, regardless of whether such allegations are valid or whether we are ultimately found liable. As a result, such matters could have a material adverse effect on our business, reputation, financial condition, results of operations or liquidity. See Item 3 of this Annual Report on Form 10-K.

Previous wording

We could be adversely affected by security threats, including cyber-security threats and related disruptions.

Current wording

We could be adversely affected by security threats, including cybersecurity threats and related disruptions.

Previous wording

We have become increasingly dependent upon information technology systems to conduct our daily operations. We depend on a variety of information technology systems to estimate oil, NGLs and natural gas reserve quantities; process and record financial and operating data; analyze seismic and drilling information; and communicate with employees and third-party partners. This growing dependence on technology is accompanied by a greater sensitivity to cyber-attacks and information systems breaches. Unauthorized access to information systems by employees or third parties could corrupt or expose confidential, fiduciary, or proprietary information; interrupt our communications or operations; disrupt our business activities; or interfere with our competitive position. Cybersecurity threat actors are becoming more sophisticated and coordinated in their attempts to access a company’s information technology systems and data, including the information technology systems of cloud providers. Furthermore, geopolitical tensions or conflicts, such as Russia’s invasion of Ukraine or conflict in the Gaza region, may further heighten the risk of cybersecurity attacks. In addition, our vendors, suppliers and other business partners may separately suffer disruptions as a result of such security breaches which may directly or indirectly affect our business activities or our competitive position.

Current wording

We have become increasingly dependent upon information technology systems to conduct our daily operations. We depend on a variety of information technology systems to estimate oil, NGLs and natural gas reserve quantities; process and record financial and operating data; analyze seismic and drilling information; and communicate with employees and third-party partners. This growing dependence on technology is accompanied by a greater sensitivity to cyberattacks and information systems breaches. Unauthorized access to information systems by employees or third parties could corrupt or expose confidential, fiduciary, or proprietary information; interrupt our communications or operations; disrupt our business activities; or interfere with our competitive position. Cybersecurity threat actors are becoming more sophisticated and coordinated in their attempts to access a company’s information technology systems and data, including the information technology systems of cloud providers. Furthermore, geopolitical tensions or conflicts, such as Russia’s invasion of Ukraine, the U.S.’s involvement in Venezuela or conflict in the Gaza region, may further heighten the risk of cybersecurity attacks. More recently, advancements in AI may pose serious risks for many of the traditional tools used to identify individuals, including voice recognition (whether by machine or the human ear), facial recognition or screening questions to confirm identities. Generative AI systems may also be used by malicious actors to create more sophisticated cyberattacks (i.e., more realistic phishing or other attacks). The advancements in AI could lead to an increase in the frequency of identity fraud or cyberattacks (whether successful or unsuccessful), which could cause us to incur increasing costs, including costs to deploy additional personnel, protection technologies and policies and procedures, train employees, and engage third-party experts and consultants. In addition, our vendors, suppliers and other business partners may separately suffer disruptions as a result of such security breaches which may directly or indirectly affect our business activities or our competitive position.

Previous wording

To protect our information assets and systems, we apply technical and process controls; however, there can be no assurances that the procedures and controls that we implement will be sufficient to protect such information assets and systems. Such controls may not adequately prevent cyber-security breaches and we may not adopt all controls utilized by our peers. Moreover, we have no control over the information technology systems of our customers, suppliers, and others with which our systems may connect and communicate. As a result, the occurrence of a cyber incident could go unnoticed for a period of time. Even when an incident has been detected, it is not always immediately apparent what the full nature and scope of any potential harm may be, or how best to remediate it. As cyber-attacks continue to evolve, we may be required to expend additional resources to investigate, mitigate and remediate any potential vulnerabilities. We may also be subject to regulatory investigations or litigation relating to cyber-security issues.

Current wording

To protect our information assets and systems, we apply technical and process controls; however, there can be no assurances that the procedures and controls that we implement will be sufficient to protect such information assets and systems. Such controls may not adequately prevent cybersecurity breaches and we may not adopt all controls utilized by our peers. Moreover, we have no control over the information technology systems of our customers, suppliers, and others with which our systems may connect and communicate. As a result, the occurrence of a cyber incident could go unnoticed for a period of time. Even when an incident has been detected, it is not always immediately apparent what the full nature and scope of any potential harm may be, or how best to remediate it. As cyberattacks continue to evolve, we may be required to expend additional resources to investigate, mitigate and remediate any potential vulnerabilities. We may also be subject to regulatory investigations or litigation relating to cybersecurity issues.

Previous wording

Although we have not suffered any material losses related to a cyber-security breach to date, there is no assurance that we will not suffer material losses associated with cyber-security breaches in the future. If a cyber-attack were to successfully breach our information or operating systems, we could incur substantial remediation costs and suffer other negative consequences, including exposure to significant litigation risks. The potential for such occurrences subjects our operations to increased risks that could have a material adverse effect on our business, financial condition and results of operations.

Current wording

Although we have not suffered any material losses related to a cybersecurity breach to date, there is no assurance that we will not suffer material losses associated with cybersecurity breaches in the future. If a cyberattack were to successfully breach our information or operating systems, we could incur substantial remediation costs and suffer other negative consequences, including exposure to significant litigation risks. The potential for such occurrences subjects our operations to increased risks that could have a material adverse effect on our business, financial condition and results of operations.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

changes to free trade agreements or in trade relations and policies, including the imposition of tariffs by the United States or Canada;
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

The U.S. and Canadian federal governments, along with several provincial and state governments, have also announced intentions to adhere to certain international protocols regarding GHG emissions and regulate GHGs and certain air pollutants. In addition to federal action, many state and provincial officials have stated their intent to intensify efforts to regulate GHG emissions, including methane, from the oil and natural gas industry. These governments are currently developing and/or implementing regulatory and policy frameworks to deliver on their announcements. For example, in Canada, the Government of Canada (a) has committed to cutting Canada’s net GHG emissions by 40-45 percent below 2005 levels by 2030 in accordance with its pledge under the Paris Agreement; (b)