Ovintiv Inc.

Current report

There have been no material changes to the risk factors previously disclosed in Item 1A., "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous report

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Item 1A. Risk Factors of the 2024 Annual Report on Form 10-K. These risks, which could materially affect our business, financial condition or future results, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also adversely affect our business, financial condition and/or operating results.

Previous report

In addition to the risk factors previously disclosed in the 2024 Annual Report on Form 10-K, the following are risks related to our pending acquisition of NuVista:

Previous report

Completion of the NuVista Acquisition is subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis or at all. Failure to complete the NuVista Acquisition could have material and adverse effects on us.

Previous report

Our obligations and the obligations of NuVista to consummate the NuVista Acquisition are subject to the satisfaction (or waiver by all parties, to the extent permissible under applicable laws) of a number of conditions described in the arrangement agreement (the “Arrangement Agreement”), including, among other things, the approval and adoption of the Arrangement Agreement and the transactions contemplated therein, including the arrangement (the “Arrangement”), by the NuVista shareholders and the approval of the Arrangement by the Court of King’s Bench of Alberta on terms consistent with the Arrangement Agreement and otherwise reasonably satisfactory to the parties. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all and therefore make the completion and timing of the completion of the NuVista Acquisition uncertain. If any of these conditions are not satisfied or waived prior to the Termination Date (as such term is defined in the Arrangement Agreement), it is possible that the Arrangement Agreement may be terminated. The Arrangement Agreement provides that, upon termination of the Arrangement Agreement under certain circumstances, we or NuVista would be required to pay the other party a termination fee of C$130 million. Furthermore, the governmental authorities from which regulatory approvals are required may impose conditions on the completion of the NuVista Acquisition or require changes to the terms thereof. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the transactions or of imposing additional costs or limitations on us following completion of the NuVista Acquisition, any of which might have an adverse effect on us.

Previous report

If the NuVista Acquisition is not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the NuVista Acquisition, we will be subject to a number of risks, including the following:

Previous report

we will be required to pay our costs relating to the NuVista Acquisition, such as legal, accounting and financial advisory expenses, whether or not the transactions are completed;

Previous report

time and resources committed by our management to matters relating to the Acquisition could otherwise have been devoted to pursuing other beneficial opportunities;

Previous report

the market price of Ovintiv’s common stock could decline to the extent that the current market price reflects a market assumption that the NuVista Acquisition will be completed;

Previous report

we may experience negative reactions from employees, customers or vendors; and

Previous report

since the Arrangement Agreement restricts the conduct of our business prior to completion of the NuVista Acquisition, we may not have been able to take certain actions during the pendency of the transaction that would have benefitted us as an independent company and the opportunity to take such actions may no longer be available.

Previous report

If the NuVista Acquisition is consummated, we may be unable to successfully integrate the assets into our business or achieve the anticipated benefits of the NuVista Acquisition.

Previous report

Our ability to achieve the anticipated benefits of the NuVista Acquisition will depend in part upon whether we can integrate the assets and their operations into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The successful acquisition of producing properties, including the assets, requires an assessment of several factors, including:

Previous report

recoverable reserves;

Previous report

future natural gas and oil prices and their appropriate differentials;

Previous report

availability and cost of transportation of production to markets;

Previous report

availability and cost of drilling equipment and of skilled personnel;

Previous report

development and operating costs including sand, access to water and potential environmental and other liabilities; and

Previous report

regulatory, permitting and similar matters.

Previous report

The accuracy of these assessments is inherently uncertain. In connection with our assessment of the assets, we have performed a review of the subject properties that we believe to be generally consistent with industry practices. The review was based on our analysis of historical production data, assumptions regarding capital expenditures and anticipated production declines without review by an independent petroleum engineering firm. Data used in such review was furnished by NuVista or obtained from publicly available sources. Our review may not reveal all existing or potential problems or permit us to fully assess the deficiencies and potential recoverable reserves for all of the assets, and the reserves and production related to the assets may differ materially after such data is reviewed by an independent petroleum engineering firm or further by us. Inspections were not performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken.

Previous report

The integration process may be subject to delays or changed circumstances, and we can give no assurance that the assets will perform in accordance with our expectations or that our expectations with respect to integration or cost savings as a result of the NuVista Acquisition will materialize.

Previous report

We and NuVista will be subject to business uncertainties while the NuVista Acquisition is pending, which could adversely affect our business.

Previous report

In connection with the pendency of the NuVista Acquisition, it is possible that certain persons with whom we or NuVista have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us or NuVista, as the case may be, as a result of the NuVista Acquisition and related transactions, which could negatively affect our or NuVista’s revenues, earnings and cash flows as well as the market price of Ovintiv’s common stock, regardless of whether the NuVista Acquisition is completed. Also, our and NuVista’s ability to attract, retain and motivate employees may be impaired until the NuVista Acquisition is completed, and our ability to do so may be impaired for a period of time thereafter, as current and prospective employees may experience uncertainty about their roles within the company following the NuVista Acquisition.

Previous report

Under the terms of the Arrangement Agreement, we and NuVista are subject to certain restrictions on the conduct of business prior to the closing of the NuVista Acquisition, which may adversely affect our and NuVista’s ability to execute certain of our and their business strategies, including the ability in certain cases to modify or enter into certain contracts, acquire or dispose of certain assets, incur or prepay certain indebtedness, incur encumbrances, make capital expenditures or settle claims. Such limitations could negatively affect our and NuVista’s businesses and operations prior to the completion of the NuVista Acquisition.

Previous report

The NuVista Acquisition may not be accretive, and may be dilutive, to our earnings per share, which may negatively affect the market price of our common stock.

Previous report

Because shares of our common stock will be issued upon the consummation of the Arrangement, it is possible that, although we currently expect the NuVista Acquisition to be accretive to earnings per share, the NuVista Acquisition may be dilutive to our earnings per share, which could negatively affect the market price of Ovintiv’s common stock. In connection with the completion of the NuVista Acquisition, based on the number of issued and outstanding shares of our common stock as of November 3, 2025, we will issue approximately 30 million shares of our common stock to former NuVista shareholders. The issuance of these new shares of our common stock could have the effect of depressing the market price of our common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, our earnings per share could cause the price of shares of our common stock to decline or increase at a reduced rate. Furthermore, former NuVista shareholders or our current stockholders may not wish to continue to invest in our expanded operations of the combined company, or for other reasons may wish to dispose of some or all of their interests in Ovintiv, and as a result may seek to sell their shares of our common stock following, or in anticipation of, completion of the NuVista Acquisition. The Arrangement Agreement contains no restrictions on the ability of former NuVista shareholders to sell or otherwise dispose of such shares following completion of the Arrangement. Therefore, these sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of our common stock, may affect the market for, and the market price of, our common stock in an adverse manner. If the NuVista Acquisition is completed and our stockholders, including the former NuVista shareholders, sell substantial amounts of our common stock in the public market following the consummation of the Arrangement, the market price of our common stock may decrease. These sales might also make it more difficult for us to raise capital by selling equity or equity-related securities at a time and price that we otherwise would deem appropriate.

Previous report

Our results may suffer if we do not effectively manage our expanded operations following the NuVista Acquisition.

Previous report

The success of the NuVista Acquisition will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining our and NuVista’s businesses, including the need to integrate the operations and businesses of NuVista into our existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors, industry contacts and business partners.

Previous report

The anticipated benefits and cost savings of the NuVista Acquisition may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. Some of the assumptions that we have made, such as the achievement of operating synergies, may not be realized. There could also be unknown liabilities and unforeseen expenses associated with the NuVista Acquisition, which were not discovered in the due diligence review conducted by each company prior to entering into the Arrangement Agreement.