Ovintiv Inc.

Sources of Liquidity

The Company has the flexibility to access cash equivalents and a range of funding alternatives at competitive rates through committed revolving credit facilities as well as debt and equity capital markets. Ovintiv closely monitors the accessibility of cost-effective credit and ensures that sufficient liquidity is in place to fund capital expenditures and dividend payments. In addition, the Company may use cash and cash equivalents, cash from operating activities, or proceeds from asset divestitures to fund its operations and shareholder return framework or to manage its capital structure as discussed below. As at September 30, 2026, $133 million in cash and cash equivalents was held by Canadian subsidiaries. The cash held by Canadian subsidiaries is accessible and may be subject to additional U.S. income taxes and Canadian withholding taxes if repatriated.

The Company’s capital structure consists of total shareholders’ equity plus long-term debt, including any current portion. The Company’s objectives when managing its capital structure are to maintain financial flexibility to preserve Ovintiv’s access to capital markets and its ability to meet financial obligations and finance internally generated growth, as well as potential acquisitions. Ovintiv has a practice of maintaining capital discipline and strategically managing its capital structure by adjusting capital spending, adjusting dividends paid to shareholders, issuing new shares of common stock, purchasing shares of common stock for cancellation or return to treasury, issuing new debt and repaying or repurchasing existing debt.

(1)

Includes four uncommitted demand lines totaling $349 million, net of $208 million in related undrawn letters of credit (2025 - $305 million and $183 million, respectively).

(2)

These measures are defined in the Non-GAAP Measures section of this MD&A.

The Company has full access to two committed revolving U.S. dollar denominated credit facilities totaling $3.5 billion, which include a $2.2 billion revolving credit facility for Ovintiv Inc. and a $1.3 billion revolving credit facility for a Canadian subsidiary (collectively, the “Credit Facilities”). The Credit Facilities, which mature in December 2029, provide financial flexibility and allow the Company to fund its operations or capital investment program. As at September 30, 2026, there were no outstanding amounts under the revolving Credit Facilities.

Depending on the Company’s credit rating and market demand, the Company may issue from its two U.S. Commercial Paper (“CP”) programs, which include a $1.5 billion program for Ovintiv Inc. and a $1.0 billion program for a Canadian subsidiary. As at September 30, 2026, the Company had no balance outstanding under its U.S. CP program. All of Ovintiv’s credit ratings are investment grade as at September 30, 2026.

On November 25, 2025, the Company entered into a $1.2 billion Two-Year Term Credit Agreement (“Term Credit Agreement”) to fund the cash component of its previously announced NuVista Acquisition. On February 3, 2026, the Company closed the NuVista Acquisition, whereby it issued approximately 30.1 million shares of Ovintiv common stock and paid cash consideration of approximately $1.2 billion (C$1.6 billion), which was primarily funded with proceeds from the Term Credit Agreement. On April 10, 2026, following the closing of the divestiture of its Anadarko assets, the Company repaid the balance under the Term Credit Agreement and the facility was terminated.

Additional information on the Anadarko divestiture, the NuVista Acquisition and the Term Credit Agreement can be found in Notes 8, 9 and 12, respectively, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The available Credit Facilities, uncommitted demand lines, and cash and cash equivalents, provide Ovintiv with total liquidity of approximately $3.8 billion as at September 30, 2026. As at September 30, 2026, Ovintiv also had approximately $208 million in undrawn letters of credit issued in the normal course of business as collateral security.

On October 26, 2026, the Company announced the Logan Acquisition, as discussed in the Significant Developments and Subsequent Event section of this MD&A and in Note 23 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q. Ovintiv expects to fund the transaction through a combination of cash on hand and short-term borrowings.

Ovintiv has a U.S. shelf registration statement under which the Company may issue from time to time, debt securities, common stock, preferred stock, warrants, units, share purchase contracts and share purchase units in the U.S. The U.S. shelf registration statement was renewed in March 2026 and expires in March 2029.

The obligations under the Company’s existing debt securities are fully and unconditionally guaranteed on a senior unsecured basis by Ovintiv Canada ULC, an indirect wholly-owned subsidiary of the Company. Additional information on the Company’s Canadian Operations segment and The Bow office lease can be found in the Results of Operations section in this MD&A and in the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the MD&A and audited Consolidated Financial Statements and accompanying notes for the year ended December 31, 2025, which are included in Items 7 and 8, respectively, of the 2025 Annual Report on Form 10-K.

Ovintiv is currently in compliance with all financial covenants under the Credit Facilities. Management monitors Debt to Adjusted Capitalization, which is a non-GAAP measure defined in the Non-GAAP Measures section of this MD&A, as a proxy for Ovintiv’s financial covenant under the Credit Facilities, which requires Debt to Adjusted Capitalization to be less than 60 percent. As at September 30, 2026, the Company’s Debt to Adjusted Capitalization was 16 percent. The definitions used in the covenant under the Credit Facilities adjust capitalization for cumulative historical ceiling test impairments recorded in conjunction with the Company’s January 1, 2012, adoption of U.S. GAAP. Additional information on financial covenants can be found in Note 15 to the Consolidated Financial Statements included in Item 8 of the 2025 Annual Report on Form 10‑K.

Sources and Uses of Cash

The following table summarizes the sources and uses of the Company’s cash and cash equivalents.

(1)

Includes open market repurchases in 2026.

Operating Activities

Net cash from operating activities in the third quarter and first nine months of 2026 was $1,070 million and $3,758 million, respectively, and was primarily a reflection of the impacts from production volumes, average realized commodity prices, realized gains/losses on risk management and changes in non‑cash working capital.

Additional detail on changes in non-cash working capital can be found in Note 21 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Ovintiv expects it will continue to meet the payment terms of its suppliers.

Non-GAAP Cash Flow in the third quarter and first nine months of 2026 was $1,243 million and $3,738 million, respectively, and was primarily impacted by the items affecting cash from operating activities which are discussed below and in the Results of Operations section of this MD&A.

Net cash from operating activities increased $258 million compared to the third quarter of 2025 primarily due to:

•

Higher realized commodity prices ($537 million), higher plant condensate and natural gas production volumes ($68 million), lower interest expense ($18 million) and lower operating expense, excluding non-cash long-term incentive costs ($17 million);

•

Lower oil and other NGLs production volumes ($116 million), changes in non-cash working capital ($85 million), realized losses on risk management in revenues compared to gains in 2025 ($78 million), higher current income tax expense ($71 million), higher transportation and processing expense ($29 million) and higher administrative expense, excluding non-cash long-term incentive costs ($15 million).

Net cash from operating activities increased $1,060 million compared to the first nine months of 2025 primarily due to:

•

Higher realized commodity prices ($1,149 million), higher plant condensate and natural gas production volumes ($417 million), changes in non-cash working capital ($135 million), realized foreign exchange losses on risk management contracts issued from Canada in 2025 ($98 million) and lower operating expense, excluding non-cash long-term incentive costs ($28 million);

•

Lower oil and other NGLs production volumes ($287 million), realized losses on risk management in revenues compared to gains in 2025 ($219 million), higher transportation and processing expense ($207 million), higher administrative expense, excluding non-cash long-term incentive costs ($83 million) and higher current income tax expense ($37 million).

Investing Activities

Net cash used in investing activities in the first nine months of 2026 was $529 million primarily due to capital expenditures and the NuVista Acquisition in the first quarter of 2026, partially offset by the sale of the Company’s Anadarko assets in the second quarter of 2026.

Capital expenditures increased $60 million compared to the first nine months of 2025, primarily due to increased capital activity in Montney primarily due to the NuVista Acquisition in the first quarter of 2026 and increased capital costs in Permian, partially offset by decreased capital activity resulting from the sale of the Anadarko assets.

Acquisitions in the first nine months of 2026 were $478 million, which primarily included property purchases with oil and liquids-rich potential in Montney and Permian. Acquisitions in the first nine months of 2025 were $2,282 million, which primarily included the Montney Acquisition.

The corporate acquisition in the first nine months of 2026 was $1,192 million, which reflects the net cash paid to complete the NuVista Acquisition.

Divestitures in the first nine months of 2026 were $2,831 million, which primarily included the sale of the Anadarko assets in Oklahoma. Divestitures in the first nine months of 2025 were $1,922 million, which primarily included the sale of the Uinta assets in Utah.

Capital expenditures are summarized in Note 3, acquisition and divestiture activities, including additional information regarding the Montney Acquisition and the sales of the Anadarko and Uinta assets, can be found in Note 8, and additional information regarding the NuVista Acquisition can be found in Note 9 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Financing Activities

Net cash used in financing activities has been impacted by Ovintiv’s strategic objective to return value to shareholders by repaying or repurchasing existing debt, purchasing shares of common stock and paying dividends.

Net cash used in financing activities in the first nine months of 2026 increased $2,284 million compared to 2025. The increase was primarily due to a net repayment of revolving debt in 2026 of $580 million compared to a net issuance in 2025 of $360 million, increased repayment of long-term debt, including open market repurchases in 2026 and the early redemption of the Company’s May 2028 senior notes during the second quarter of 2026 ($691 million), increased purchases of shares of common stock ($508 million) and the settlement of a property acquisition payable in the first quarter of 2026 ($123 million). Additionally, during the first nine months of 2026, the Company borrowed and subsequently repaid $1,151 million under the Term Credit Agreement.

From time to time, Ovintiv may seek to retire or repurchase the Company’s outstanding debt through cash purchases and/or exchanges for other debt or equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. In the first nine months of 2026, the Company repurchased in the open market, approximately $109 million in principal, plus accrued interest and premiums, which included portions of its 6.25 percent senior notes due July 2033, its 6.50 percent senior notes due August 2034, its 6.625 percent senior notes due August 2037, its 6.50 percent senior notes due February 2038 and its 5.15 percent senior notes due November 2041. The Company paid premiums of $3 million to complete the open market repurchases.

In January 2026, Ovintiv redeemed its $459 million, 5.375 percent senior notes due January 1, 2026, with cash on hand and proceeds from short-term borrowings. On April 20, 2026, the Company redeemed its $700 million, 5.65 percent senior notes due May 15, 2028, with proceeds from the divestiture of its Anadarko assets, which is expected to result in annualized interest savings of approximately $40 million. The early redemption resulted in a one-time make-whole payment of $20 million.

The Company’s long-term debt totaled $3,588 million at September 30, 2026. There was no current portion of long-term debt outstanding at September 30, 2026. The Company’s long-term debt at December 31, 2025, including the current portion of $810 million, totaled $5,202 million. As at September 30, 2026, the Company has no fixed rate long-term debt due until 2030 and beyond.

In support of the Company’s commitment to enhancing shareholder value, Ovintiv utilizes its shareholder return framework to provide competitive returns to shareholders. As discussed in the Significant Developments section of this MD&A, the Company updated its shareholder return framework, which 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.

For additional information on long-term debt, refer to Note 12 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Further details on the Company’s debt-based metrics can be found in the Non-GAAP Measures section of this MD&A.

Dividends

The Company pays quarterly dividends to common shareholders at the discretion of the Board of Directors.

On November 3, 2026, the Board of Directors declared a dividend of $0.30 per share of common stock payable on December 31, 2026, to shareholders of record as of December 15, 2026.

Dividends paid in the first nine months of 2026 increased $18 million compared to 2025 due to additional shares of common stock issued as part of the NuVista Acquisition.

Normal Course Issuer Bid

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 Company expects to continue to execute the NCIB program in conjunction with its shareholder return framework.

In the third quarter and first nine months of 2026, under the previous NCIB program, which extended from October 3, 2025, to October 2, 2026, the Company purchased, for cancellation, approximately 6.3 million and 13.9 million shares of common stock, respectively, for total consideration of approximately $386 million and $815 million, respectively. For additional information on the NCIB, refer to Note 14 to the Consolidated Financial Statements included in Part I, Item 1 and Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” of this Quarterly Report on Form 10‑Q.

Material Cash Requirements

For information on material cash requirements, refer to the Material Cash Requirements section of the MD&A included in Item 7 of the 2025 Annual Report on Form 10-K.

Commitments and Contingencies

For information on commitments and contingencies, refer to Note 22 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Estimates

There have been no significant changes to the Company’s critical accounting policies and use of estimates from the disclosures reported in the Critical Accounting Estimates section of the MD&A included in Item 7 of the 2025 Annual Report on Form 10‑K.