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 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 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 2025 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 2026, the Company focused on executing its 2026 capital investment plan aimed at maximizing profitability through operational and capital efficiencies, and delivering cash from operating activities. In conjunction with closing the NuVista Acquisition, as discussed below, the Company was also focused on integrating the new assets into its existing operations.

Higher upstream product revenues in the first nine months of 2026 compared to 2025, primarily resulted from higher average realized oil and plant condensate prices, excluding the impact of risk management activities, and higher plant condensate and natural gas production volumes, partially offset by lower oil production volumes. Average oil and plant condensate prices increased 27 percent and 31 percent, respectively, primarily due to higher benchmark prices. Plant condensate and natural gas production volumes increased primarily due to the NuVista Acquisition in the first quarter of 2026. Oil production volumes decreased primarily due to the sale of the Company’s Anadarko assets in the second quarter of 2026. Ovintiv continues to focus on optimizing realized prices from the diversification of the Company’s downstream markets.

Significant Developments and Subsequent Event

•

On October 26, 2026, Ovintiv announced it has entered into a definitive agreement to acquire all of the issued and outstanding common shares of Logan Energy Corp. (“Logan”) in an all-cash transaction valued at approximately $890 million (C$1.26 billion), inclusive of assumed debt (“Logan Acquisition”). Under the terms of the arrangement agreement, Ovintiv will acquire all of the issued and outstanding common shares of Logan for C$1.40 per share. The acquisition will add approximately 420 net well locations to Ovintiv’s existing Montney inventory and approximately 266,000 net acres. The transaction has been unanimously approved by the Boards of Directors of both Ovintiv and Logan, and is expected to close early in the first quarter of 2027 subject to Logan shareholder, court, regulatory and other customary approvals.

•

On October 1, 2026, 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 27.0 million shares of common stock over a 12-month period from October 5, 2026, to October 4, 2027. The number of shares authorized for purchase represents 10 percent of Ovintiv’s public float as at September 21, 2026. The Company expects to continue to execute the renewed NCIB program in conjunction with its shareholder return framework.

•

As at September 30, 2026, the Company had closed its previously announced acreage acquisitions, comprising $241 million and $237 million in Montney and Permian, respectively. The acquisitions added approximately 20,000 net acres and 120 net well locations in Montney, and approximately 21,000 net acres and 120 net well locations in Permian.

•

On April 9, 2026, the Company closed the previously announced divestiture of its Anadarko assets, comprising approximately 360,000 net acres in the Anadarko Basin of Oklahoma, for proceeds of approximately $2.8 billion, after preliminary closing adjustments and transaction costs. The transaction had an effective date of January 1, 2026. Following the closing of the divestiture, Ovintiv repaid the balance under its Term Credit Agreement and the facility was terminated. The Term Credit Agreement is defined in the Liquidity and Capital Resources section of this MD&A.

•

On April 9, 2026, Ovintiv issued a notice to the trustee to redeem the Company’s $700 million, 5.65 percent senior notes due May 15, 2028. The senior notes were redeemed on April 20, 2026, using proceeds from the divestiture of the Company’s Anadarko assets, and is expected to result in annualized interest savings of approximately $40 million.

•

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.

•

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 assets acquired are strategically located adjacent to Ovintiv’s current operations in the oil-rich Alberta Montney and add approximately 930 net well locations to Ovintiv’s existing Montney inventory and approximately 140,000 net acres.

Financial Results

Three months ended September 30, 2026

•

Reported net earnings of $549 million, or $1.99 per share diluted, including net gains on risk management in revenues of $27 million, before tax.

•

Generated cash from operating activities of $1,070 million and Non-GAAP Cash Flow of $1,243 million.

•

Purchased for cancellation, approximately 6.3 million shares of common stock for total consideration of approximately $386 million.

•

Paid dividends of $0.30 per share of common stock totaling $81 million.

•

Repurchased in the open market approximately $109 million in principal amount of the Company’s senior notes.

Nine months ended September 30, 2026

•

Reported net earnings of $375 million, or $1.36 per share diluted, including non-cash ceiling test impairments of $1,154 million, after tax, or $4.18 per share diluted.

•

Recognized a loss on the divestiture of the Company’s Anadarko assets of $337 million, before tax, and allocated goodwill of $502 million to the transaction.

•

Recognized net gains on risk management in revenues of $86 million, before tax.

•

Generated cash from operating activities of $3,758 million and Non-GAAP Cash Flow of $3,738 million.

•

Purchased for cancellation, approximately 13.9 million shares of common stock for total consideration of approximately $815 million.

•

Paid dividends of $0.90 per share of common stock totaling $250 million.

•

Repurchased in the open market approximately $109 million in principal amount of the Company’s senior notes.

•

Had approximately $3.8 billion in total liquidity as at September 30, 2026, which included available credit facilities of $3.5 billion, available uncommitted demand lines of $141 million, and cash and cash equivalents of $176 million.

•

Reported Debt to EBITDA of 1.0 times and Non-GAAP Debt to Adjusted EBITDA of 0.7 times.

Capital Investment

•

Executed the Company’s 2026 capital plan with expenditures totaling $1,742 million.

Production

•

Produced average liquids volumes of 299.8 Mbbls/d, which accounted for 47 percent of total production volumes. Average oil and plant condensate volumes of 211.5 Mbbls/d, represented 71 percent of total liquids production volumes.

•

Produced average natural gas volumes of 2,048 MMcf/d, which accounted for 53 percent of total production volumes.

•

Produced average total volumes of 641.2 MBOE/d.

•

Incurred upstream transportation and processing expenses of $1,460 million or $8.34 per BOE, an increase of $203 million compared to 2025, primarily due to increased production volumes related to the NuVista Acquisition in the first quarter of 2026.

•

Incurred upstream operating expenses of $608 million or $3.47 per BOE, a decrease of $27 million compared to 2025, primarily due to the sale of the Company’s Anadarko assets in the second quarter of 2026.

•

Incurred total production, mineral and other taxes of $219 million, which represents approximately 3.26 percent of upstream product revenues. Total production, mineral and other taxes decreased by $13 million compared to 2025, primarily due to the sale of the Company’s Anadarko assets in the second quarter of 2026 and a production tax refund related to previously divested assets, partially offset by higher 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 the remainder of 2026 are expected to be impacted by the conflict in the Middle East, the interplay among the pace of global economic growth, global oil demand, OPEC+ and non-OPEC+ production, other geopolitical events, and macroeconomic uncertainties.

Natural gas prices for the remainder of 2026 are expected to be impacted by the interplay among 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 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 September 30, 2026, the Company has hedged approximately 46.0 Mbbls/d of expected oil and condensate production and 736 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 20 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 2026 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 2026, the Company invested $563 million, which was in line with its third quarter guidance range of $550 million to $600 million. The Company expects to meet its full year 2026 capital investment guidance range of $2,250 million to $2,350 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 2026, total average production volumes were 630.6 MBOE/d, which was in line with the third quarter guidance range of 615.0 MBOE/d to 640.0 MBOE/d. Average oil and plant condensate production volumes were 203.7 Mbbls/d, which was below the third quarter guidance range of 205.0 Mbbls/d to 210.0 Mbbls/d primarily due to third-party plant downtime and higher royalty rates resulting from higher prices in the Canadian Operations. Average other NGL production volumes were 83.2 Mbbls/d, which exceeded the third quarter guidance range of 75.0 Mbbls/d to 80.0 Mbbls/d. Average natural gas production volumes were 2,062 MMcf/d, which was in line with the third quarter guidance range of 2,000 MMcf/d to 2,100 MMcf/d.

In November 2026, the Company updated its other NGLs guidance range and expects to meet its full year 2026 total production guidance range of 630.0 MBOE/d to 645.0 MBOE/d, including oil and plant condensate production volumes of approximately 210.0 Mbbls/d to 212.0 Mbbls/d, other NGLs production volumes of approximately 85.0 Mbbls/d to 87.0 Mbbls/d and natural gas production volumes of approximately 2,025 MMcf/d to 2,075 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 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 for the remainder of the year.

Additional information on Ovintiv’s fourth quarter and updated full year 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 2026, Ovintiv published its 2025 Sustainability Report. The report highlights the Company’s 2025 sustainability 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 85 percent of its Scope 1&2 GHG 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 intensity target. Ovintiv continues to work to integrate sustainable practices within acquired operations to support company-wide sustainability objectives, while maintaining its 2030 GHG emissions intensity 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 the 2025 Annual Report on Form 10-K.

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