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 as part of its strategy outlined in Items 1 and 2 of this Annual Report on Form 10-K.

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 the area of sustainability, aligning with its commitment to corporate responsibility.

In support of the Company’s commitment to enhancing shareholder value, Ovintiv utilizes its shareholder return 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 this Annual Report on Form 10-K. For additional information on the segmented results, refer to Note 2 to the Consolidated Financial Statements included in Item 8 of this 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 2025, the Company focused on executing its capital investment plan aimed at maximizing profitability through operational and capital efficiencies, and delivering cash from operating activities. In conjunction with the Montney Acquisition, as discussed below, the Company has fully integrated the new assets into its existing operations.

The Company had lower upstream product revenues in 2025 compared to 2024, which primarily resulted from lower oil production volumes and lower average realized liquids 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 12 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 39 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 February 23, 2026, Ovintiv announced an update to its shareholder return framework in support of the Company’s commitment to enhancing shareholder value. The new framework commits to returning between 50 percent and 100 percent of annual Non‑GAAP Cash Flow in excess of capital expenditures through base dividends and share buybacks. The Company expects to implement the updated framework immediately.

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On February 17, 2026, the Company announced it had entered into a definitive agreement to sell its Anadarko assets, comprising approximately 360,000 net acres in the Anadarko Basin of Oklahoma, for cash proceeds of $3.0 billion before closing adjustments. The transaction is expected to close early in the second quarter of 2026 and is subject to customary closing conditions, regulatory approvals and closing adjustments. The transaction has an effective date of January 1, 2026. Ovintiv intends to use the proceeds from the Anadarko divestiture to reduce debt.

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On February 3, 2026, the Company closed its previously announced acquisition of all the issued and outstanding common shares of NuVista Energy Ltd. (“NuVista”) in a cash and stock transaction valued at approximately $2.8 billion (C$3.8 billion) (“NuVista Acquisition”), including Ovintiv’s previous purchase of 18.5 million common shares of NuVista. The Company issued approximately 30.1 million shares of Ovintiv common stock and paid cash consideration of approximately $1.2 billion (C$1.6 billion). Additionally, Ovintiv assumed and subsequently repaid NuVista’s debt, totaling approximately $282 million (C$385 million). The acquisition is strategically located adjacent to Ovintiv’s current operations in the oil-rich Alberta Montney and adds approximately 930 net well locations to Ovintiv’s existing Montney inventory and approximately 140,000 net acres.

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On December 15, 2025, the Company announced it had entered an agreement with a subsidiary of Pembina Pipeline Corporation for approximately 67 MMcf/d of natural gas liquefaction capacity at the Cedar LNG facility (“Cedar LNG”) in northwest British Columbia. Under the terms of the agreement, Pembina will provide transportation and liquefaction to Ovintiv over a 12-year term, commencing with commercial operations at Cedar LNG, anticipated in late 2028.

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During October 2025, 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.

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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 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 closing and other adjustments. The transaction had an effective date of October 1, 2024.

Financial Results

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Reported net earnings of $1,242 million, or $4.78 per share diluted, including non-cash ceiling test impairments of $703 million, after tax, or $2.71 per share diluted.

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Recognized net gains on risk management in revenues of $172 million, before tax.

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Generated cash from operating activities of $3,652 million and Non-GAAP Cash Flow of $3,785 million. Cash from operating activities exceeded capital expenditures by $1,505 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 $1.20 per share of common stock totaling $308 million.

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Had approximately $4.5 billion in total liquidity as at December 31, 2025, which included available credit facilities of $3.5 billion, an available Term Credit Agreement of $1.2 billion, available uncommitted demand lines of $125 million, and cash and cash equivalents of $35 million, net of outstanding commercial paper of $351 million. The Term Credit Agreement is defined in the Liquidity and Capital Resources section of this MD&A.

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Reported Debt to EBITDA of 1.6 times and Non-GAAP Debt to Adjusted EBITDA of 1.2 times.

Capital Investment

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Reported total capital spending of $2,147 million, which was within the full year 2025 investment guidance range of approximately $2,125 million to $2,175 million.

Production

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Produced average liquids volumes of 304.2 Mbbls/d, which accounted for 50 percent of total production volumes. Average oil and plant condensate volumes of 209.4 Mbbls/d, or 69 percent of total liquids production volumes, were within the full year 2025 guidance range of 208.0 Mbbls/d to 210.0 Mbbls/d.

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Produced average natural gas volumes of 1,862 MMcf/d, which accounted for 50 percent of total production volumes. Average natural gas volumes were within the full year 2025 guidance range of 1,850 MMcf/d to 1,870 MMcf/d.

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Produced average total volumes of 614.5 MBOE/d, which was within the full year 2025 guidance range of 610.0 MBOE/d to 620.0 MBOE/d.

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Incurred upstream transportation and processing expenses of $1,685 million or $7.51 per BOE, an increase of $132 million compared to 2024, primarily due to increased production volumes related to the Montney Acquisition in the first quarter of 2025, partially offset by the sale of the Company’s Uinta assets in the first quarter of 2025. Upstream transportation and processing expenses of $7.51 per BOE was within the full year 2025 guidance range of $7.50 per BOE to $8.00 per BOE.

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Incurred upstream operating expenses of $853 million or $3.80 per BOE, a decrease of $55 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. Upstream operating expenses of $3.80 per BOE was within the full year 2025 guidance range of $3.75 per BOE to $4.00 per BOE.

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Incurred total production, mineral and other taxes of $286 million. This represents approximately four percent of upstream product revenues which was within the full year 2025 guidance range of 3.75 to 4.50 percent of upstream product revenues. Total production, mineral and other taxes decreased by $47 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.

2026 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. 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.

Oil prices for 2026 are expected to be impacted by the interplay between the pace of global economic growth, global oil demand, OPEC+ and non-OPEC+ production, geopolitical events, and macroeconomic uncertainties.

Natural gas prices for 2026 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 throughout 2026 as the commodity price environment evolves.

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 February 20, 2026, the Company has hedged approximately 52.4 Mbbls/d of expected oil and condensate production and 709 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 25 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Ovintiv’s 2026 guidance, including capital investment, production and operating expenses, reflects the strategic business combination with NuVista and assumes the Anadarko divestiture will close early in the second quarter. Further information can be found in the Significant Developments and Subsequent Events, and Liquidity and Capital Resources sections of this MD&A.

Capital Investment

The Company plans to spend approximately $2,250 million to $2,350 million on its full year 2026 capital investment program, focusing on maximizing returns from high-margin oil and condensate. In 2026, the Company expects to generate cash flows in excess of capital expenditures.

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

In 2026, the Company expects full year average total production volumes of approximately 620.0 MBOE/d to 645.0 MBOE/d, including oil and plant condensate production volumes of approximately 205.0 Mbbls/d to 212.0 Mbbls/d, other NGLs production volumes of approximately 80.0 Mbbls/d to 85.0 Mbbls/d and natural gas production volumes of approximately 2,000 MMcf/d to 2,100 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.

In 2026, following the close of the Anadarko divestiture, the Company expects to incur upstream transportation and processing costs of approximately $8.75 per BOE to $9.25 per BOE, upstream operating expenses of approximately $3.00 per BOE to $3.50 per BOE, and total production, mineral and other taxes of approximately 3.25 to 3.75 percent of upstream product revenues.

Additional information on Ovintiv’s 2026 Corporate Guidance can be accessed on the Company’s website atwww.ovintiv.com.

Sustainability

Ovintiv recognizes the importance of implementing and maintaining sustainable practices to manage its environmental footprint. The Company 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 2025, the Company had achieved a greater than 43 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 portfolio. Acquisitions are assessed and evaluated for environmental impacts and alignment with the Company’s GHG emissions target. Ovintiv continues to work to integrate sustainable practices within acquired operations to support company-wide sustainability objectives, while maintaining its 2030 GHG emissions target.

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 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 this Annual Report on Form 10-K.

Further information on Ovintiv’s sustainable business practices are outlined in Items 1 and 2 of this Annual Report on Form 10-K, and on the Company’s sustainability website atsustainability.ovintiv.com.