Ovintiv (OVV) closes $3B Anadarko sale, redeems $700M notes and repays term loan

Rhea-AI Filing Summary

Ovintiv Inc. has closed the sale of its Anadarko assets in Oklahoma, marking a major portfolio and balance sheet shift. The all‑cash sale was valued at $3.0 billion, with proceeds after customary closing adjustments expected to be about $2.85 billion.

Ovintiv completed the separate Anadarko Sale under a purchase and sale agreement for approximately $2.9 billion in cash after preliminary closing adjustments and plans to use proceeds to reduce debt. Following closing, the company intends to repay C$1.57 billion outstanding under its two‑year term credit agreement on April 10, 2026 and terminate that facility.

Ovintiv also elected to redeem all of its 5.650% notes due 2028, with an aggregate principal of $700 million, on April 20, 2026. The filing includes unaudited pro forma financial information reflecting the NuVista acquisition, valued at approximately $2.8 billion, and the Anadarko divestiture as if completed in 2025, as well as detailed pro forma reserve data and standardized future net cash flow estimates.

Positive

• Significant debt reduction and balance sheet strengthening: Ovintiv plans to repay C$1.57 billion under its term credit agreement and redeem all $700 million of its 5.650% notes due 2028 using Anadarko sale proceeds, materially reducing debt and upcoming maturities.
• Strategic portfolio reshaping toward core Montney assets: The company sold approximately 360,000 net Anadarko acres for about $2.9 billion and completed a ~$2.8 billion acquisition of NuVista, adding roughly 140,000 net Montney acres and 930 net drilling locations in a liquids‑rich core area.
• Enhanced pro forma reserve and value profile: Pro forma standardized discounted future net cash flows from proved reserves total $11.855 billion, combining Ovintiv and NuVista while excluding the Anadarko properties sold.

Negative

• Large accounting loss on Anadarko divestiture: Ovintiv recognized an approximate $652 million loss on the sale of Anadarko assets and allocated $520 million of goodwill to the U.S. cost center, which reduces reported net earnings in the pro forma period.

Insights

Energy sector credit and M&A analyst

Ovintiv uses a large asset sale to deleverage and reshape its portfolio.

Ovintiv closed the cash sale of its Anadarko assets for $3.0 billion, with expected net proceeds of about $2.85 billion. The company simultaneously completed a $2.9 billion Anadarko divestiture and a roughly $2.8 billion NuVista acquisition, pivoting capital toward Montney liquids-rich gas.

Proceeds are earmarked for debt reduction: Ovintiv plans to repay C$1.57 billion under its two‑year term credit agreement on April 10, 2026 and redeem all $700 million of its 5.650% notes due 2028 on April 20, 2026. This materially lowers gross debt and simplifies the maturity profile.

The pro forma financials and reserve tables show the combined impact of acquiring NuVista’s approximately 140,000 net Montney acres and divesting roughly 360,000 Anadarko acres. A disclosed $652 million loss and $520 million goodwill allocation on the Anadarko sale highlight accounting impacts, but the net effect is a more concentrated, higher‑margin asset base with reduced leverage.

8-K Event Classification

5 items: 1.02, 2.01, 7.01, 8.01, 9.01

5 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Anadarko sale headline value: $3.0 billion Expected Anadarko net proceeds: $2.85 billion Cash consideration received in Anadarko Sale: $2.9 billion +5 more

8 metrics

Anadarko sale headline value $3.0 billion All‑cash sale of Anadarko assets announced April 9, 2026

Expected Anadarko net proceeds $2.85 billion Proceeds after customary closing adjustments

Cash consideration received in Anadarko Sale $2.9 billion Aggregate consideration after preliminary closing adjustments in purchase agreement

Term credit repayment C$1.57 billion Amount to be repaid under Two‑Year Term Credit Agreement on April 10, 2026

Notes redeemed $700 million 5.650% due 2028 Aggregate principal to be redeemed on April 20, 2026

NuVista acquisition value $2.8 billion Cash and share consideration, equivalent to C$3.8 billion

Pro forma 2025 total revenues $8.774 billion Unaudited pro forma combined statement of earnings for year ended December 31, 2025

Discounted future net cash flows $11.855 billion Pro forma standardized measure of proved reserves at December 31, 2025

Key Terms

Anadarko Sale, NuVista Acquisition, Two-Year Term Credit Agreement, 5.650% Notes due 2028, +2 more

6 terms

Anadarko Sale financial

"Seller agreed to sell approximately 360,000 net acres located in west-central Oklahoma (the “Anadarko Sale”)."

NuVista Acquisition financial

"Ovintiv acquired all of the outstanding common shares of NuVista in a cash and share transaction valued at approximately $2.8 billion (C$3.8 billion) (the “NuVista Acquisition”)."

Two-Year Term Credit Agreement financial

"Ovintiv Canada entered into a Two-Year Term Credit Agreement ... to finance the cash consideration for the acquisition of all the outstanding common shares of NuVista Energy Ltd."

5.650% Notes due 2028 financial

"its election to redeem all of its outstanding 5.650% Notes due 2028 (the “Notes”) in accordance with the terms of the Notes and the Indenture"

unaudited pro forma condensed combined financial information financial

"The unaudited pro forma condensed combined financial information of Ovintiv ... is filed as Exhibit 99.2 hereto and incorporated by reference herein."

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

standardized measure of discounted future net cash flows financial

"The pro forma standardized measure of discounted future net cash flows relating to proved oil, natural gas liquids and natural gas reserves as of December 31, 2025, is as follows"

A standardized measure of discounted future net cash flows is a single number that converts a company’s expected future incoming and outgoing cash into today’s dollars by reducing later amounts for the time value of money and risk. Investors use it like a common yardstick to compare what a business or project is truly worth today versus its market price; imagine choosing between a promised series of future paychecks or a one-time lump sum now. This helps assess whether an investment appears over- or under-valued.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/09/2026 - 05:04 PM Learn about SEC filing dates

FAQ

What did Ovintiv (OVV) sell in the Anadarko transaction and for how much?

Ovintiv sold approximately 360,000 net acres of Anadarko assets in west‑central Oklahoma. The buyer paid about $2.9 billion in cash after preliminary closing adjustments, with sale value described as $3.0 billion and expected net proceeds of roughly $2.85 billion.

How will Ovintiv (OVV) use the proceeds from the Anadarko asset sale?

Ovintiv plans to use Anadarko sale proceeds for debt reduction. It intends to repay C$1.57 billion outstanding under a two‑year term credit agreement on April 10, 2026 and redeem the entire $700 million principal amount of its 5.650% notes due 2028 on April 20, 2026.

What are the key terms of Ovintiv’s redemption of its 5.650% notes due 2028?

Ovintiv has elected to redeem all outstanding 5.650% notes due 2028. As of April 9, 2026, the aggregate principal was $700 million. The notes will be redeemed on April 20, 2026 in accordance with the existing indenture and supplemental indenture governing the securities.

What is the size and nature of Ovintiv’s NuVista acquisition?

Ovintiv completed the NuVista Energy acquisition on February 3, 2026 in a cash‑and‑share transaction valued at approximately $2.8 billion (C$3.8 billion). The deal added about 930 net 10,000‑foot equivalent drilling locations and roughly 140,000 net acres in the condensate‑rich Montney play in Alberta.

How does the NuVista deal affect Ovintiv’s pro forma financial results?

The unaudited pro forma combined statement for 2025 shows total revenues of $8.774 billion and net earnings of $91 million. These figures reflect Ovintiv’s historical results adjusted to include NuVista and to remove Anadarko operations as if the transactions occurred at the start of 2025.

What are Ovintiv’s pro forma proved reserves and future cash flows after the transactions?

Pro forma combined proved reserves as of December 31, 2025 include 361.4 MMbbls of oil, 671.3 MMbbls of natural gas liquids, and 7,174 Bcf of natural gas. The standardized discounted future net cash flows from these proved reserves total $11.855 billion after the NuVista acquisition and Anadarko divestiture.

false 0001792580 0001792580 2026-04-09 2026-04-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 9, 2026

Ovintiv Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39191		84-4427672
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
Suite 1700, 370 - 17th Street
Denver, Colorado				80202
(Address of principal executive offices)				(Zip Code)

(303) 623-2300

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OVV		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on November 25, 2025, Ovintiv Canada ULC (“Ovintiv Canada”) entered into a Two-Year Term Credit Agreement by and among Ovintiv Canada, as borrower, Ovintiv Inc. (“Ovintiv”), as parent, JPMorgan Chase Bank, N.A., Toronto Branch, as administrative agent, and the lenders party thereto (the “Credit Agreement”), to finance the cash consideration for the acquisition of all the outstanding common shares of NuVista Energy Ltd. (“NuVista”), which closed on February 3, 2026.

Following the closing of the Anadarko Sale (defined below), Ovintiv intends to repay C$1.57 billion under the Credit Agreement plus applicable interest on April 10, 2026, representing all outstanding obligations thereunder, and will terminate the Credit Agreement.

ITEM 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on February 17, 2026, Ovintiv USA Inc. and Ovintiv Royalty Holdings LLC (together, the “Seller”), each a wholly-owned subsidiary of Ovintiv entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with MidCon II BuyerCo, LLC (the “Buyer”), pursuant to which Seller agreed to sell approximately 360,000 net acres located in west-central Oklahoma (the “Anadarko Sale”).

On April 9, 2026, Ovintiv completed the Anadarko Sale. The Buyer paid aggregate consideration of $2.9 billion in cash after preliminary closing adjustments. The Anadarko Sale has an effective date of January 1, 2026.

ITEM 7.01 Regulation FD Disclosure.

On April 9, 2026, Ovintiv issued a press release announcing the closing of the Anadarko Sale and the Redemption (defined below). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01 Other Events.

On April 9, 2026, Ovintiv provided notice of its election to redeem all of its outstanding 5.650% Notes due 2028 (the “Notes”) in accordance with the terms of the Notes and the Indenture dated as of May 31, 2023, by and between Ovintiv and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of May 31, 2023, by and among Ovintiv, Ovintiv Canada and the Trustee (the “Redemption”). The Notes will be redeemed on April 20, 2026. As of April 9, 2026, the aggregate outstanding principal amount of the Notes was $700 million. This Current Report on Form 8-K does not constitute a notice of redemption of the Notes.

ITEM 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of Ovintiv, which comprise the unaudited pro forma condensed combined balance sheet as of December 31, 2025, the related unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, and the related notes to the pro forma condensed combined financial information, is filed as Exhibit 99.2 hereto and incorporated by reference herein.

(d) Exhibits.

Exhibit No.		Description
99.1		News Release of Ovintiv, dated April 9, 2026
99.2		Unaudited pro forma condensed combined balance sheet of Ovintiv and subsidiaries as of December 31, 2025 and unaudited pro forma condensed combined statement of earnings of Ovintiv and subsidiaries for the year ended December 31, 2025, and the notes related thereto including the unaudited Supplemental Pro Forma Oil, Natural Gas Liquids and Natural Gas Reserves Information as of December 31, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 9, 2026						OVINTIV INC.
						(Registrant)
						/s/ Corey D. Code
						Name: Corey D. Code
						Title:   Executive Vice-President & Chief Financial Officer

Exhibit 99.1

news release

Ovintiv Announces Closing of Anadarko Asset Sale

DENVER, April 9, 2026 – Ovintiv Inc. (NYSE, TSX: OVV) (“Ovintiv” or the “Company”) today closed the previously announced all cash sale of its Anadarko assets, located in Oklahoma, for $3.0 billion. After customary closing adjustments, proceeds from the sale are expected to total approximately $2.85 billion.

“The Anadarko sale completes the transformation of our portfolio and our balance sheet,” said Ovintiv President and CEO, Brendan McCracken. “Proceeds from the sale will go to debt reduction, marking the achievement of our debt target and unlocking returns for our shareholders.”

In addition, the Company today announced that it has issued a notice to the trustee of its 5.650% notes due 2028 to redeem the entire $700 million aggregate principal amount. The outstanding 2028 notes will be redeemed, pursuant to their terms and conditions, on April 20, 2026.

Important information

Ovintiv reports in U.S. dollars unless otherwise noted. Unless otherwise specified or the context otherwise requires, references to “Ovintiv,” “our” or to “the Company” includes reference to subsidiaries of and partnership interests held by Ovintiv Inc. and its subsidiaries.

Please visit Ovintiv’s website and the Investor Relations page at www.ovintiv.com and investor.ovintiv.com, where Ovintiv often discloses important information about the Company, its business, and its results of operations.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This news release contains forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, except for statements of historical fact, that relate to the anticipated future activities, plans, strategies, objectives or expectations of the Company are forward-looking statements. When used in this news release, the use of the word “expected” and “will” is intended to identify a forward-looking statement.

Although the Company believes the expectations represented by its forward-looking statement is reasonable based on the information available to it as of the date such statement is made, forward-looking statements are only predictions and statements of our current beliefs and there can be no assurance that such expectations will prove to be correct. Any forward-looking statement contained in this news release is made as of the date of this news release and, except as required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statement. Any forward-looking statement contained or incorporated by reference in this news release, and any subsequent forward-looking statements attributable to the Company, whether written or oral, are expressly qualified by these cautionary statements.

The reader should carefully read the risk factors described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and in other filings with the SEC or Canadian securities regulators, for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. Other unpredictable or unknown factors not discussed in this new release could also have material adverse effects on forward-looking statements.

Further information on Ovintiv Inc. is available on the Company’s website, www.ovintiv.com, or by contacting:

Investor contact: (888) 525-0304 Media contact: (403) 645-2252

Ovintiv Inc. 1

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF OVINTIV INC.

On February 3, 2026, Ovintiv Inc. (“Ovintiv”) completed a business combination with NuVista Energy Ltd. (“NuVista”), a corporation organized under the laws of the Province of Alberta, Canada, pursuant to an Arrangement Agreement (the “Arrangement Agreement”), dated November 4, 2025, whereby Ovintiv acquired all of the outstanding common shares of NuVista in a cash and share transaction valued at approximately $2.8 billion (C$3.8 billion) (the “NuVista Acquisition”). The acquisition added approximately 930 net drilling 10,000-foot equivalent well locations and approximately 140,000 net acres in the core of the condensate-rich Montney play which is located near Grande Prairie in Alberta, and in close proximity to Ovintiv’s current Montney operations. The NuVista Acquisition was effected pursuant to, among other provisions, Section 193 of the Business Corporations Act (Alberta) and the Arrangement Agreement.

On April 9, 2026, Ovintiv closed its previously announced sale of its Anadarko assets, comprising approximately 360,000 net acres located in west-central Oklahoma for approximately $2.9 billion, after preliminary closing adjustments (the “Anadarko Divestiture”). The transaction has an effective date of January 1, 2026.

Ovintiv and NuVista prepare their respective financial statements in accordance with U.S. GAAP and International Financial Reporting Standards (“IFRS”) Accounting Standards as issued by the International Accounting Standards Board, respectively. In accordance with Financial Accounting Standards Board’s (“FASB”), ASC 805: Business Combinations, the NuVista Acquisition will be accounted for using the acquisition method of accounting with Ovintiv identified as the acquirer. Under the acquisition method of accounting, Ovintiv will record all assets acquired and liabilities assumed at their respective acquisition date fair values at the effective time of the acquisition.

The acquisition method of accounting is dependent upon certain valuations and other studies that are underway but have yet to progress to a stage where there is sufficient information for a definitive measure. The sources and amounts of transaction expenses may also differ from that assumed in the following pro forma adjustments. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma condensed combined financial information, and are subject to revision based on a final determination of fair values as of the date of acquisition. Differences between these preliminary estimates and the final acquisition accounting may have a material impact on the accompanying pro forma condensed combined financial information and the combined company’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of Ovintiv and NuVista, adjusted to reflect the combination of Ovintiv and NuVista. Certain of NuVista’s historical amounts have been reclassified to conform to Ovintiv’s financial statement presentation. NuVista’s historical amounts have been derived from their audited consolidated financial statements. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the NuVista Acquisition as if the acquisition had been completed on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, gives effect to the NuVista Acquisition as if the acquisition had been completed on January 1, 2025.

The unaudited pro forma condensed combined financial information also includes the divestiture of Anadarko assets and operations which are derived from the historical consolidated financial statements of Ovintiv. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Anadarko Divestiture as if the divestiture had been completed on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, gives effect to the Anadarko Divestiture as if the divestiture had been completed on January 1, 2025.

The unaudited pro forma condensed combined financial information reflects the following pro forma adjustments, based on available information and certain assumptions that Ovintiv believes are reasonable:

• the issuance of approximately 30.1 million shares of Ovintiv common stock and approximately $1.2 billion in cash;

• the acquisition of NuVista’s assets consisting primarily of oil and gas properties and assumption of liabilities;

• the harmonization of NuVista’s accounting policies to Ovintiv’s accounting policies and GAAP differences;

• disposition proceeds from the Anadarko assets of approximately $2.9 billion after preliminary closing adjustments, which were used to fund the cash portion of the NuVista Acquisition;

• exclusion of revenues and direct operating expenses related to Ovintiv’s Anadarko operations and inclusion of the disposition impacts; and

• the recognition of transaction-related costs and estimated tax impacts of the pro forma adjustments.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Regulation S-X Article 11 promulgated by the SEC using the assumptions set forth in the notes herein (“Article 11”). Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information. In Ovintiv’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The unaudited pro forma condensed combined financial information should be read in conjunction with the audited consolidated financial statements and accompanying notes contained in Ovintiv’s Annual Report and on Form 10-K for the year ended December 31, 2025, and NuVista’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, which were included in Ovintiv’s Current Report on Form 8-K/A filed on April 9, 2026.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and is not intended to represent what Ovintiv’s financial position or results of operations would have been had the NuVista Acquisition actually been consummated on the assumed dates, nor is it indicative of Ovintiv’s future financial position or results of operations. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the acquisition, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, cost savings or economies of scale that the combined company may achieve with respect to the combined operations. As a result, future results may vary significantly from the pro forma results reflected herein.

						Unaudited Pro Forma Condensed Combined Balance Sheet As of December 31, 2025
		Historical												Pro Forma Adjustments
($ millions)		Ovintiv				NuVista Adjusted (Note 2)				Anadarko Divestiture (Note 3)				Acquisition Adjustments (Note 4)								Transaction Adjustments (Note 4)								Pro Forma Combined
Assets
Current Assets
Cash and cash equivalents			35				1				2,856				—								(1,204	)			a	)			1,688
Accounts receivable and accrued revenues			1,128				152				—				(7	)			c.iv	)			—								1,273
Investment in marketable securities			245				—				—				—								(245	)			b	), c.i)			—
Risk management			86				90				—				—								—								176
Income tax receivable			29				—				—				—								—								29
			1,523				243				2,856				(7	)							(1,449	)							3,166
Property, Plant and Equipment, at cost:
Oil and natural gas properties, based on full cost accounting
Proved properties			70,133				2,277				(13,564	)			(70	)			c.i	)			270				b	), c.i)			59,046
Unproved properties			434				26				—				575				c.ii	)			—								1,035
Other			864				—				—				19				c.iii	)			—								883
Property, plant and equipment			71,431				2,303				(13,564	)			524								270								60,964
Less: Accumulated depreciation, depletion and amortization			(57,187	)			—				10,544				—								—								(46,643	)
Property, plant and equipment, net			14,244				2,303				(3,020	)			524								270								14,321
Other Assets			1,299				119				—				(7	)			c.iv	)			—								1,411
Risk Management			4				69				—				—								—								73
Deferred Income Taxes			744				—				—				—								—								744
Goodwill			2,576				—				(520	)			312				c.v	)			—								2,368
			20,390				2,734				(684	)			822								(1,179	)							22,083
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities			1,861				153				—				—								26				d	)			2,040
Current portion of operating lease liabilities			117				6				—				—								—								123
Incomes taxes payable			5				—				—				—								—								5
Risk management			2				—				—				—								—								2
Current portion of long-term debt			810				120				—				1				c.vi	)			—								931
			2,795				279				—				1								26								3,101
Long-Term Debt			4,392				47				—				—								—								4,439
Operating Lease Liabilities			1,105				106				—				—								—								1,211
Other Liabilities and Provisions			100				11				—				—								—								111
Risk Management			13				14				—				—								—								27
Asset Retirement Obligation			388				85				(32	)			(41	)			c.vii	)			—								400
Deferred Income Taxes			402				350				—				223				c.viii	)			—								975
			9,195				892				(32	)			183								26								10,264
Shareholders’ Equity
Share capital			3				762				—				(762	)							—				e)				3
Paid in surplus			7,779				31				—				(31	)							1,277				e)				9,056
Retained earnings (Accumulated deficit)			2,440				1,049				(652	)			(1,049	)							(1	)			b), d)				1,787
Accumulated other comprehensive income			973				—				—				—								—								973
Total Shareholders’ Equity			11,195				1,842				(652	)			(1,842	)							1,276								11,819
			20,390				2,734				(684	)			(1,659	)							1,302								22,083

		Unaudited Pro Forma Condensed Combined Statement of Earnings
		For the Year Ended December 31, 2025
		Historical												Pro Forma Adjustments
($ millions, except per share amounts)		Ovintiv				NuVista Adjusted (Note 2)				Anadarko Divestiture (Note 3)				Pro Forma Adjustments (Note 5)								Transaction Adjustments (Note 5)								Pro Forma Combined
Revenues
Product and service revenues			7,176				842				(1,098	)			—								—								6,920
Sales of purchased product			1,487				—				—				—								—								1,487
Gains (losses) on risk management, net			172				74				—				—								—								246
Sublease revenues			73				—				—				—								—								73
Construction income			—				42				—				—								—								42
Other income			—				6				—				—								—								6
Total Revenues			8,908				964				(1,098	)			—								—								8,774
Operating Expenses
Production, mineral and other taxes			286				9				(62	)			—								—								233
Transportation and processing			1,724				110				(171	)			—								—								1,663
Operating			862				279				(149	)			—								—								992
Purchased product			1,447				—				—				—								—								1,447
Depreciation, depletion and amortization			2,179				190				—				(186	)			a	)			—								2,183
Impairments			920				—				—				367				b	)			—								1,287
Accretion of asset retirement obligation			28				3				—				—								—								31
Construction costs			—				42				—				—								—								42
Administrative			331				35				—				—								26				d	)			392
Total Operating Expenses			7,777				668				(382	)			181								26								8,270
Operating Income			1,131				296				(716	)			(181	)							(26	)							504
Other (Income) Expenses
Interest			376				16				—				—								—								392
Foreign exchange (gain) loss, net			31				—				—				—								—								31
Other (gains) losses, net			(46	)			—				—				652				c	)			—								606
Total Other (Income) Expenses			361				16				—				652								—								1,029
Net Earnings Before Income Tax			770				280				(716	)			(833	)							(26	)							(525	)
Income tax expense (recovery)			(472	)			66				(41	)			(163	)			e	)			(6	)			e	)			(616	)
Net Earnings			1,242				214				(675	)			(670	)							(20	)							91
Net Earnings Per Share of Common Stock
Basic			4.83																												0.32
Diluted			4.78																												0.31
Weighted Average Per Share of Common Stock Outstanding (millions)
Basic			257.2												30.1				f	)											287.3
Diluted			259.7												30.1				f	)											289.8

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 — Basis of Presentation

The unaudited pro forma condensed combined financial information has been derived from the historical consolidated financial statements of Ovintiv and the historical financial statements of NuVista in accordance with Article 11 of the Securities and Exchange Commission’s (“SEC”) Regulation S-X.

On February 3, 2026, Ovintiv completed the business combination with NuVista, a corporation organized under the laws of the Province of Alberta, Canada, pursuant to the Arrangement Agreement. The NuVista Acquisition will be accounted for using the acquisition method of accounting using the accounting guidance in FASB ASC 805, Business Combinations, with Ovintiv treated as the accounting acquirer. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma financial information and are subject to revision based on a final determination of fair value as of the date of the acquisition. Differences between preliminary estimates and the final allocation of the consideration to be paid may have a material impact on the accompanying unaudited pro forma condensed combined financial information.

On April 9, 2026, Ovintiv closed its previously announced sale of its Anadarko assets, comprising approximately 360,000 net acres located in west-central Oklahoma for approximately $2.9 billion, after preliminary closing adjustments. The transaction has an effective date of January 1, 2026.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the NuVista Acquisition and the Anadarko Divestiture as if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, gives effect to the NuVista Acquisition, the Anadarko Divestiture and the related financing transactions as if they had occurred on January 1, 2025.

The unaudited pro forma condensed combined financial information reflects pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions that Ovintiv believes are reasonable. However, actual results may differ from those reflected in these statements. In Ovintiv’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The following unaudited pro forma condensed combined information does not purport to represent what the financial position or results of operations would have been if the NuVista Acquisition had actually occurred on the dates indicated above, nor are they indicative of Ovintiv’s future financial position or results of operations. No adjustments have been made to the pro forma financial information to reflect costs savings or synergies that may be obtained as a result of the NuVista Acquisition described herein.

Note 2 — NuVista’s Historical Financial Statements

NuVista’s historical balances were derived from NuVista’s historical consolidated financial statements as described above and are presented in accordance with IFRS and are denominated in Canadian dollars (CAD). The historical balances have been adjusted to reflect certain reclassifications within NuVista’s consolidated statement of net earnings and consolidated balance sheet categories to conform to Ovintiv’s presentation in its consolidated statement of earnings and consolidated balance sheet. Additionally, these historical consolidated financial statements were adjusted from Canadian dollars to U.S. dollars and from IFRS to U.S. GAAP where applicable. Refer to Note 2b) for additional consideration of the IFRS to U.S. GAAP adjustments.

Further review may identify additional reclassifications or adjustments that could have a material impact on the unaudited pro forma financial information of the combined company. The reclassifications and adjustments identified and presented in the unaudited pro forma financial information are based on discussions with NuVista’s management, due diligence and information presented in NuVista’s historical consolidated financial statements. Ovintiv is not aware of any additional reclassifications or adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected in the pro forma condensed combined financial information.

		NuVista Condensed Balance Sheet December 31, 2025
($ thousands)		NuVista Historical (CAD) (Audited)				Reclassification Adjustments (Note 2a) (CAD) (Unaudited)								IFRS to U.S. GAAP Adjustments (Note 2b) (CAD) (Unaudited)								Currency Translation Adjustments (Note 2c) (Unaudited)				NuVista Adjusted (USD) (Unaudited)
Assets
Current assets
Cash and cash equivalents			—				708				i	)			—								(191	)			517
Accounts receivables and other			144,144				64,137				ii	)			—								(56,319	)			151,962
Prepaid expenses			49,072				(49,072	)			ii	)			—								—				—
Financial derivative assets			123,594				—								—								(33,420	)			90,174
Other receivables			15,065				(15,065	)			ii	)			—								—				—
			331,875				708								—								(89,930	)			242,653
Financial derivative assets			94,173				—								—								(25,464	)			68,709
Other assets			13,811				(4,311	)			iii)				153,085				ii	)			(43,963	)			118,622
Exploration and evaluation assets			35,935				(35,935	)			iv)				—				i	)			—				—
Property, plant and equipment			3,117,374				(3,117,374	)			v)				—				i	)			—				—
Proved properties			—				3,121,685				v), iii)				—				i	)			(844,104	)			2,277,581
Unproved properties			—				35,935				iv)				—				i	)			(9,717	)			26,218
Right-of-use assets			84,248				—								(84,248	)			ii	)			—				—
Total assets			3,677,416				708								68,837								(1,013,178	)			2,733,783
Liabilities
Current liabilities
Accounts payable and accrued liabilities			180,160				29,826				vi	)			—								(56,780	)			153,206
Senior unsecured notes			164,119				—								—								(44,378	)			119,741
Current portion of other liabilities			19,826				(19,826	)			vi	)			—								—				—
Current portion of lease liabilities			8,335				—								—								(2,254	)			6,081
Current portion of asset retirement obligation			10,000				(10,000	)			vi	)			—								—				—
			382,440				—								—								(103,412	)			279,028
Long-term debt			64,012				708				i	)			—								(17,500	)			47,220
Other liabilities			15,346				—								—								(4,150	)			11,196
Lease liabilities			103,686				—								41,064				ii	)			(39,140	)			105,610
Asset retirement obligation			116,735				—								—				iii	)			(31,565	)			85,170
Financial derivative liabilities			19,640				—								—								(5,311	)			14,329
Deferred tax liability			479,878				—								—								(129,759	)			350,119
Total liabilities			1,181,737				708								41,064								(330,837	)			892,672
Shareholders’ equity
Share capital			1,044,358				—								—								(282,394	)			761,964
Contributed surplus			41,759				(41,759	)			vii	)			—								—				—
Paid in surplus			—				41,759				vii	)			—								(11,292	)			30,467
Retained earnings			1,409,562				—								27,773				ii	)			(388,655	)			1,048,680
Total shareholders’ equity			2,495,679				—								27,773								(682,341	)			1,841,111
Total liabilities and shareholders’ equity			3,677,416				708								68,837								(1,013,178	)			2,733,783

		NuVista Condensed Statement of Earnings December 31, 2025
($ thousands)		NuVista Historical (CAD) (Audited)				Reclassification Adjustments (Note 2a) (CAD) (Unaudited)								IFRS to U.S. GAAP Adjustments (Note 2b) (CAD) (Unaudited)								Currency Translation Adjustments (Note 2c) (Unaudited)				NuVista Adjusted (USD) (Unaudited)
Revenues
Petroleum and natural gas sales			1,260,673				(83,684	)			i	)			—								(334,618	)			842,371
Royalties			(83,684	)			83,684				i	)			—								—				—
Net revenue from petroleum and natural gas sales			1,176,989				—								—								(334,618	)			842,371
Gains (losses) on risk management, net			—				103,532				ii), iii)				—								(29,434	)			74,098
Realized gain on financial derivatives			109,509				(109,509	)			ii)				—								—				—
Unrealized gain (loss) on financial derivatives			(5,977	)			5,977				iii)				—								—				—
Construction income			59,137				—								—								(16,813	)			42,324
Other income			7,773				—								—								(2,210	)			5,563
Total revenue, other income and gain (loss) on financial derivatives			1,347,431				—								—								(383,075	)			964,356
Expenses
Production, mineral and other taxes			—				12,138				iv	)			—								(3,451	)			8,687
Operating			378,257				(12,138	)			iv	)			23,402				ii	)			(110,741	)			278,780
Transportation			153,674				—								—								(43,690	)			109,984
General and administrative			25,492				23,644				v	)			—								(13,969	)			35,167
Share-based compensation			21,227				(21,227	)			v	)			—								—				—
Financing costs			41,204				(41,204	)			vi	)			—								—				—
Transaction costs			2,417				(2,417	)			v	)			—								—				—
Construction costs			59,137				—								—								(16,813	)			42,324
Depreciation, depletion and amortization			275,203				—								(10,038	)			ii	)			(75,386	)			189,779
Accretion of asset retirement obligation			—				4,833				vi	)			—								(1,374	)			3,459
			956,611				(36,371	)							13,364								(265,424	)			668,180
Other (income) expenses
Interest			—				36,371				vi	)			(13,364	)			ii	)			(6,541	)			16,466
Net earnings before income tax			390,820				—								—								(111,110	)			279,710
Income tax expense (recovery)			—				91,865				vii	)			—								(26,117	)			65,748
Current income tax expense			59,246				(59,246	)			vii	)			—								—				—
Deferred income tax expense			32,619				(32,619	)			vii	)			—								—				—
Net earnings			298,955				—								—								(84,993	)			213,962

Note 2.a) Reclassification Adjustments

The historical balances have been adjusted to reflect certain reclassifications within NuVista’s consolidated statement of net earnings and consolidated balance sheet categories to conform to Ovintiv’s presentation in its consolidated balance sheet and consolidated statement of earnings.

Balance Sheet Reclassifications:

Reflects reclassification of NuVista’s balance sheet amounts presented to conform to Ovintiv’s presentation:

i) Cash from Long-term debt;

ii) Prepaid expenses and Other current assets to Accounts receivable and accrued revenues;

iii) Inventory from Other assets to Proved properties;

iv) Exploration and Evaluation Assets to Unproved properties;

v) Property, Plant and Equipment to Proved properties;

vi) Current portion of other liabilities and Current portion of asset retirement obligation to Accounts payable and accrued liabilities; and

vii) Contributed surplus to Paid in surplus.

Statement of Net Earnings Reclassifications:

Reflects reclassification of NuVista’s earnings amounts presented to conform to Ovintiv’s presentation:

i) Royalties to Petroleum and natural gas sales;

ii) Realized gain on financial derivatives to Gains (losses) on risk management, net;

iii) Unrealized gain (loss) on financial derivatives to Gains (losses) on risk management, net;

iv) Production, mineral and other taxes from Operating;

v) Share-based compensation and Transaction costs to General and administrative;

vi) Financing costs to Interest and Accretion of asset retirement obligation; and

vii) Current income tax expense and Deferred income tax expense to Income tax expense (recovery).

Note 2. b) IFRS to U.S. GAAP Adjustments

i) Oil and gas properties

The unaudited pro forma condensed combined financial information includes adjustments to conform NuVista’s accounting policies to Ovintiv’s accounting policies, including adjusting NuVista’s oil and gas properties to the full cost method. NuVista follows IFRS which is similar to the U.S. GAAP successful efforts method of accounting for oil and gas properties. Ovintiv follows the full cost method of accounting for oil and gas properties under U.S. GAAP. Certain costs such as unsuccessful exploration drilling costs are expensed under IFRS that are capitalized under the full cost method. NuVista did not have any costs related to exploration and evaluation expense reflected in the statement of net earnings for the year ended December 31, 2025.

Other differences between Ovintiv’s full cost method of accounting and NuVista’s accounting for oil and gas properties under IFRS are as follows:

• Under the full cost method of accounting, capitalized costs are amortized on a units-of-production basis at a country level cost center, which includes estimated future development costs, over total proved reserves. Ovintiv’s oil and natural gas reserves are determined in accordance with U.S. GAAP using a simple average of beginning-of-month commodity prices over the past 12 months (“SEC trailing prices”). Additionally, such reserves are limited to only total proved reserves, with further limitations to the quantities associated with proved undeveloped (“PUD”) reserves to a five-year development horizon. Under IFRS, capitalized costs are amortized on a units-of-production basis over forecast case reserves which may include total proved as well as probable reserves. The forecast case reserves estimates utilized under IFRS are based on several significant assumptions, which includes forecasted oil and natural gas prices, operating costs, royalties, production volumes and future development costs. In addition, oil and natural gas reserves determined in accordance with IFRS do not limit PUDs to a five-year development horizon, and allow for the inclusion of probable reserves. NuVista’s depletion would have been higher under the U.S. GAAP full cost method of accounting because of differences in how oil and natural gas reserve quantities are determined between the two accounting frameworks.

• Under the full cost method of accounting, the carrying amount of Ovintiv’s oil and natural gas properties within each country cost center is subject to a ceiling test, which is recognized in net earnings when the carrying amount of the country cost center exceeds the country cost center ceiling. The cost center ceiling is the sum of the estimated after-tax future net cash flows from proved reserves, using the 12-month average trailing prices and unescalated future development and production costs, discounted at 10 percent. The 12-month average trailing price is calculated as the average of the price on the first day of each month within the trailing 12-month period. Any excess of the carrying amount over the calculated ceiling amount is recognized as an impairment in net earnings. Under IFRS, when an impairment indicator is determined to exist, an impairment test is performed to determine if the cash generating unit carrying amount is greater than its fair value less costs of disposal and its value in use. An impairment expense previously recorded is reversible in subsequent periods under certain conditions. NuVista’s carrying amount of oil and gas properties would have been lower under the U.S. GAAP full cost method of accounting because of differences in the commodity prices utilized in calculating impairment tests as determined between the two accounting frameworks.

• Under the full cost method of accounting, proceeds from the divestiture of properties are normally deducted from the full cost pool without recognition of a gain or loss unless the deduction significantly alters the relationship between capitalized costs and proved reserves in the cost center, in which case a gain or loss is recognized in earnings. Under IFRS, gains or losses are recognized on divestitures of properties. NuVista’s carrying amount of oil and gas properties would have been lower under the U.S. GAAP full cost method of accounting because of how proceeds on divestitures are recognized between the two accounting frameworks.

While the accounting policy differences related to depletion and impairments are significant, Ovintiv does not possess the information to recompute the cumulative impact of these differences since the inception and throughout the life of NuVista. Accordingly, the unaudited pro forma condensed combined balance sheet does not reflect any adjustment for such differences.

However, on closing of the NuVista Acquisition, the oil and natural gas properties of NuVista were recorded by Ovintiv at their respective fair values. Accordingly, the historical cost basis of the oil and natural gas properties of NuVista has been eliminated and replaced with the estimated fair value of the properties as indicated in the preliminary purchase accounting reflected in Note 4.

In the unaudited pro forma condensed combined statement of earnings, depletion expense and impairments were estimated using the full cost method of oil and natural gas accounting based on the estimated fair value of the oil and gas properties for the year ended December 31, 2025. Refer to Note 5 for additional information.

ii) Leases

Under IFRS, all leases are recorded on the balance sheet as a lease liability with a corresponding right-of-use asset. Each lease payment is allocated between the lease liability and lease interest expense and the right of use asset is depreciated on a straight-line basis over the lease term. Under U.S. GAAP, while all leases are recorded on the balance sheet, the lease is classified as either a finance lease or an operating lease. Unlike IFRS, operating lease expenses are recognized in net earnings on a straight-line basis over the lease term under U.S. GAAP.

As a result, to harmonize NuVista’s IFRS accounting policies to Ovintiv’s accounting policies under U.S. GAAP, the building office leases, vehicles, gathering and processing leases have been classified as operating leases in NuVista’s adjusted balance sheet and the associated impacts of interest and depreciation expense have been eliminated and replaced with straight-line lease payment amounts in operating expense in net earnings. The difference in the amounts between the IFRS and U.S. GAAP expenses recognized was not material.

On closing of the NuVista Acquisition, the leases were classified as operating leases and measured at the present value of future minimum lease payments. Accordingly, the historical lease right of use assets and lease liabilities of NuVista have been eliminated and replaced with amounts measured at the present value of future minimum lease payments over the lease term, as indicated in the preliminary purchase accounting reflected in Note 4.

iii) Asset Retirement Obligations

Under U.S. GAAP, the initial recognition of the asset retirement obligation is measured at its fair value, utilizing expected future cash flows required to satisfy the obligation and discounted at a credit-adjusted risk-free interest rate. Subsequent revisions to either the timing or amount of the original estimate of undiscounted cash flows are treated as separate layers of the obligation. Under IFRS, asset retirement obligations are generally measured as the best estimate of the expenditure to settle the obligation and discounted at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Subsequent revisions for changes in the estimate of expected undiscounted cash flows or discount rate are remeasured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.

Ovintiv does not possess the information to recompute the cumulative impact of these differences since the inception of NuVista, and such differences would be further impacted by the timing of additions and divestitures throughout the life of NuVista.

However, the differences between the two accounting frameworks with respect to asset retirement obligations are not material to the unaudited pro forma condensed combined financial information as the differences between discount rates used would not materially impact either recorded balance sheet accounts or periodic accretion expense. This is in part due to the long lives associated with the assets and the minor differences between historical rates. Accordingly, the unaudited pro forma condensed combined balance sheet does not reflect any adjustment for such differences.

On closing of the NuVista Acquisition, asset retirement obligation was recorded at estimated fair value. Accordingly, the asset retirement obligation of NuVista has been eliminated and replaced with the estimated fair value as indicated in the preliminary purchase accounting reflected in Note 4.

iv) Other Adjustments

No other significant differences between IFRS, as applied by NuVista, and U.S. GAAP, as applied by Ovintiv, were identified based on the information available from discussions with NuVista’s management and review of publicly available information. Further review may identify additional adjustments that could have a material impact on the unaudited pro forma condensed combined financial information.

Note 2.c) Currency Translation Adjustments

Currency translation adjustments to convert NuVista’s balance sheet and statement of earnings were calculated according to the following table:

Foreign Currency Translation Rates:		USD/CAD
Balance Sheet as at December 31, 2025 (ending period exchange rate)			0.7296
Statement of Earnings for the year ended December 31, 2025 (average period exchange rate)			0.7157

Note 3. Anadarko Divestiture

On April 9, 2026, Ovintiv closed its previously announced sale of its Anadarko assets, comprising approximately 360,000 net acres located in west-central Oklahoma for approximately $2.9 billion after preliminary closing adjustments. The transaction has an effective date of January 1, 2026.

Under the full cost method of accounting, proceeds from the divestiture of properties are normally deducted from the full cost pool without recognition of a gain or loss unless the deduction significantly alters the relationship between capitalized costs and proved reserves in the cost center, in which case a gain or loss is recognized in earnings. In general, a significant alteration would occur when proved reserve quantities of a given country cost center are reduced by 25 percent or more. As a result, Ovintiv recognized a loss of approximately $652 million on the sale of the Anadarko assets and liabilities in the U.S. cost center and allocated goodwill of $520 million.

Note 4. Unaudited Pro Forma Condensed Combined Balance Sheet

The NuVista Acquisition will be accounted for using the acquisition method of accounting for business combinations. The allocation of the preliminary estimated purchase price is based upon Ovintiv’s estimates of, and assumptions related to, the fair value of assets to be acquired and liabilities to be assumed, using currently available information. Because the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts.

The preliminary purchase price allocation is subject to change as a result of several factors, including but not limited to, changes between the estimated and final fair value of NuVista’s assets acquired and liabilities assumed, and the tax basis NuVista’s assets and liabilities as of the effective time of the closing date of the NuVista Acquisition.

The preliminary consideration transferred, fair value of assets acquired and liabilities assumed were calculated as follows:

($ millions)
Consideration
Fair value of Ovintiv shares of common stock issued (1)			1,277
Consideration paid in cash (2)			1,204
Total Consideration			2,481
Fair value of 18.5 million NuVista common shares held by Ovintiv (3)			270
Total Consideration and Fair Value of NuVista Shares held by Ovintiv			2,751
Fair Value of Liabilities Assumed
Accounts payable and accrued liabilities			146
Debt			168
Lease liabilities			112
Asset retirement obligation			51
Other non-current liabilities			11
Deferred income tax			573
Fair Value of Assets Acquired
Cash and cash equivalents			1
Accounts receivable and accrued revenues			145
Derivative assets, net			145
Proved properties			2,477
Unproved properties			601
Other property, plant and equipment			19
Right-of-use lease assets			112
Goodwill			312
Net Assets Acquired and Liabilities Assumed			2,751

(1) Based on approximately 30.1 million Ovintiv shares of common stock at $42.47 per share (C$58.08 per share using the closing price on February 2, 2026, on the TSX).

(2) Includes cash consideration which was paid to shareholders of NuVista common shares as well as to NuVista employees in respect of liability awards held.

(3) On October 1, 2025, Ovintiv purchased 18.5 million NuVista common shares for $212 million (C$296 million). On February 2, 2026, the NuVista shares were remeasured at fair value using Ovintiv shares of common stock at $42.47 per share (C$58.08 per share using the closing price on February 2, 2026, on the TSX).

On closing of the NuVista Acquisition, NuVista shareholders received C$18.00 per NuVista common share, which was paid as 50 percent in cash and 50 percent in Ovintiv common stock. Based on the closing price of Ovintiv’s shares of common stock of $42.47 per share (C$58.08 per share on February 2, 2026, on the TSX), the transaction has a value of approximately $2.8 billion (C$3.8 billion), including the fair value of 18.5 million of NuVista’s common shares that were purchased on October 1, 2025, and held by Ovintiv.

Goodwill recognized is primarily attributable to the excess of the consideration transferred over the acquisition-date identifiable assets acquired net of liabilities assumed, measured in accordance with U.S. GAAP. NuVista’s tax basis in the assets and liabilities will carry over to Ovintiv.

The following adjustments have been made to the accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025:

(a) Reflects cash consideration totaling $1.2 billion which was paid to shareholders of NuVista common shares as well as to NuVista employees in respect of liability awards held.

(b) Reflects the remeasurement of the 18.5 million NuVista common shares that were purchased on October 1, 2025, and held by Ovintiv. The fair value of the shares held of $270 million was reclassified to proved properties in conjunction with the purchase price adjustments as described in note c.i) below.

(c) The estimated fair value of the assets acquired and liabilities assumed resulted in the following preliminary purchase price allocation adjustments:

i) $70 million decrease in NuVista’s net book basis of oil and gas proved properties, which excludes the $270 million remeasurement of the 18.5 million of NuVista common shares described in note b) above. The total adjustment results in a net increase of $200 million to proved properties to reflect fair value;

ii) $575 million increase in NuVista’s net book basis of oil and gas unproved properties to reflect fair value;

iii) $19 million increase in Other in Property, plant and equipment related to a cogeneration electricity generation facility;

iv) $14 million decrease in Accounts receivable and accrued revenues and Other Assets from the fair valuation adjustment of contract rights;

v) $312 million increase in Goodwill associated with the difference between the fair value of the assets acquired and liabilities assumed and NuVista’s tax basis in the assets and liabilities that will carry over to Ovintiv;

vi) $1 million increase in Current portion of long-term debt related to the elimination of NuVista’s debt issuance costs;

vii) $41 million decrease in Asset retirement obligation to reflect fair value; and

viii) $223 million increase in net Deferred tax liability associated with the preliminary purchase price allocation.

(d) Reflects the impact of severance costs and transaction costs of $26 million incurred by Ovintiv in connection with the acquisition. The severance costs are a result of dual triggers in the event of a change in control event and termination and are therefore not part of the business combination. The transaction costs include estimated financial advisor, legal and accounting fees that are not capitalizable as part of the transaction. These costs are not reflected in the historical December 31, 2025, balance sheet of Ovintiv but are reflected in the unaudited pro forma condensed combined balance sheet as an increase to liabilities and a reduction of equity as they will be expensed by Ovintiv as incurred.

(e) Reflects the increase in Ovintiv’s common stock, resulting from the issuance of Ovintiv shares of common stock to NuVista shareholders to effect the transaction as follows (in millions, except per share amounts):

Ovintiv shares of common stock issued			30.1
Closing price per share of Ovintiv common stock on February 2, 2026 (C$58.08 per share from the TSX)		$	42.47
Fair value of Ovintiv shares of common stock issued		$	1,277

Note 5. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Earnings

The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025:

(a) Reflects the harmonization of accounting policies of NuVista, whereby depreciation, depletion and amortization expense is calculated using Ovintiv’s depletion rate calculated under the full cost method of accounting for oil and gas properties based on the preliminary purchase price allocation. The pro forma depletion adjustment also includes the impact of the divestiture of the Anadarko assets.

(b) Reflects the requirement under the full cost method of accounting whereby Ovintiv’s oil and gas properties within the cost center are subject to a ceiling test which is recognized in net earnings when the carrying amount of the country cost center exceeds the country cost center ceiling. The additional ceiling test impairment is related to the divestiture of the Anadarko assets in the U.S. cost center.

(c) Reflects the loss on divestiture of the Anadarko assets, see Note 3.

(d) Reflects the impact of severance costs related to NuVista’s employees as well as transaction costs of $26 million incurred by Ovintiv in connection with the NuVista Acquisition. The severance costs are a result of dual triggers in the event of a change in control event and termination and are therefore not part of the business combination. The transaction costs include estimated financial advisor, legal and accounting fees that are not capitalizable as part of the transaction. These costs are reflected in the unaudited pro forma condensed combined earnings for the year ended December 31, 2025. Actual costs paid by Ovintiv will be recognized as incurred in net earnings as a post-business combination expense.

(e) Reflects the approximate income tax effects of the pro forma adjustments presented. The tax rate applied to the pro forma adjustments was the statutory federal and apportioned statutory provincial tax rate, net of the federal benefit of provincial taxes, applied to pre-tax net earnings.

(f) Reflects Ovintiv’s shares of common stock issued to NuVista shareholders.

SUPPLEMENTAL PRO FORMA OIL, NATURAL GAS LIQUIDS AND NATURAL GAS RESERVES INFORMATION AS OF DECEMBER 31, 2025

The following tables present the estimated pro forma combined net proved developed and undeveloped, oil, natural gas liquids and natural gas reserves as of December 31, 2024, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2025. The pro forma reserve information set forth below gives effect to the NuVista Acquisition and Anadarko Divestiture as if the transactions had occurred on January 1, 2025.

The following estimates of the net proved oil and natural gas reserves of Ovintiv’s oil and gas properties as of December 31, 2025, are based on evaluations prepared by Ovintiv’s internal qualified reserves evaluators. In 2025, Netherland, Sewell & Associates, Inc. audited 26 percent of Ovintiv’s estimated U.S. proved reserve volumes and McDaniel & Associates Consultants Ltd. audited 47 percent of Ovintiv’s estimated Canadian proved reserve volumes. The estimates of the net proved oil and natural gas reserves of the NuVista properties are as of December 31, 2025, and were prepared by GLJ Ltd. All reserves information presented herein was prepared in accordance with applicable SEC regulations.

There are numerous uncertainties inherent in estimating quantities and values of proved reserves and in projecting future rates of production and the amount and timing of development expenditures, including many factors beyond the property owner’s control. The following reserve data represents estimates only and should not be construed as being precise. The assumptions used in preparing these estimates may not be realized, causing the quantities of oil and gas that are ultimately recovered, the timing of the recovery of oil and gas reserves, the production and operating costs incurred and the amount and timing of future development expenditures to vary from the estimates presented herein. Actual production, revenues and expenditures with respect to reserves will vary from estimates and the variances may be material.

These estimates were calculated using the 12-month average of the first day of the month reference prices as adjusted for location and quality differentials. Any significant price changes will have a material effect on the quantity and present value of the reserves. These estimates depend on a number of variable factors and assumptions, including historical production from the area compared with production from other comparable producing areas, the assumed effects of regulations by governmental agencies, assumptions concerning future oil and gas prices, and assumptions concerning future operating costs, transportation costs, severance and excise taxes, development costs and workover and remedial costs.

The following estimated pro forma combined net proved developed and undeveloped oil, natural gas liquids and natural gas reserves is not necessarily indicative of the results that might have occurred had the acquisition been completed on January 1, 2025, and is not intended to be a projection of future results. As a result, future results may vary significantly from the pro forma results reflected herein.

		Oil (MMbbls) (1)
		Historical Ovintiv U.S.				Anadarko Divestiture				Pro Forma U.S.				Historical Ovintiv Canada				NuVista Acquisition				Pro Forma Canada				Pro Forma Total
Balance—December 31, 2024			579.8				(86.0	)			493.8				0.2				—				0.2				494.0
Revisions and improved recovery			(29.9	)			(1.7	)			(31.6	)			0.1				—				0.1				(31.5	)
Extensions and discoveries			19.6				(0.9	)			18.7				—				—				—				18.7
Purchases of reserves in place			33.3				(1.8	)			31.5				—				—				—				31.5
Sale of reserves in place			(108.2	)			0.9				(107.3	)			—				—				—				(107.3	)
Production			(52.0	)			8.1				(43.9	)			(0.2	)			—				(0.2	)			(44.1	)
Balance—December 31, 2025			442.5				(81.3	)			361.2				0.2				—				0.2				361.4
Proved developed reserves as of
December 31, 2024			273.7				(52.8	)			220.9				0.2				—				0.2				221.1
December 31, 2025			240.6				(53.8	)			186.8				0.2				—				0.2				187.0
Proved undeveloped reserves as of
December 31, 2024			306.0				(33.2	)			272.8				—				—				—				272.8
December 31, 2025			201.9				(27.5	)			174.4				—				—				—				174.4
		Natural Gas Liquids (MMbbls) (1)
		Historical Ovintiv U.S.				Anadarko Divestiture				Pro Forma U.S.				Historical Ovintiv Canada				NuVista Acquisition				Pro Forma Canada				Pro Forma Total
Balance—December 31, 2024			534.5				(176.9	)			357.6				99.7				130.9				230.6				588.2
Revisions and improved recovery			10.1				(19.3	)			(9.2	)			10.8				6.3				17.1				7.9
Extensions and discoveries			13.6				(1.3	)			12.3				6.1				3.0				9.1				21.4
Purchases of reserves in place			24.3				(1.8	)			22.5				101.5				—				101.5				124.0
Sale of reserves in place			(14.9	)			1.1				(13.8	)			—				—				—				(13.8	)
Production			(31.9	)			12.7				(19.2	)			(27.1	)			(10.4	)			(37.5	)			(56.7	)
Balance—December 31, 2025			535.8				(185.4	)			350.4				191.1				129.8				320.9				671.3
Proved developed reserves as of
December 31, 2024			336.2				(138.5	)			197.7				59.9				57.9				117.8				315.5
December 31, 2025			364.9				(151.7	)			213.2				105.6				64.3				169.9				383.1
Proved undeveloped reserves as of
December 31, 2024			198.4				(38.4	)			160.0				39.8				73.0				112.8				272.8
December 31, 2025			170.9				(33.8	)			137.1				85.5				65.5				151.0				288.1
		Natural Gas (Bcf) (1)
		Historical Ovintiv U.S.				Anadarko Divestiture				Pro Forma U.S.				Historical Ovintiv Canada				NuVista Acquisition				Pro Forma Canada				Pro Forma Total
Balance—December 31, 2024			3,052				(1,200	)			1,852				2,005				1,578				3,583				5,435
Revisions and improved recovery			190				(178	)			12				1,053				37				1,090				1,102
Extensions and discoveries			69				(8	)			61				529				30				559				620
Purchases of reserves in place			119				(12	)			107				797				—				797				904
Sale of reserves in place			(201	)			6				(195	)			—				—				—				(195	)
Production			(188	)			90				(98	)			(492	)			(102	)			(594	)			(692	)
Balance—December 31, 2025			3,041				(1,302	)			1,739				3,892				1,543				5,435				7,174
Proved developed reserves as of
December 31, 2024			1,953				(955	)			998				1,269				699				1,968				2,966
December 31, 2025			2,123				(1,063	)			1,060				2,572				771				3,343				4,403
Proved undeveloped reserves as of
December 31, 2024			1,099				(246	)			853				736				879				1,615				2,468
December 31, 2025			919				(239	)			680				1,319				772				2,091				2,771

(1) Numbers may not add due to rounding.

The pro forma standardized measure of discounted future net cash flows relating to proved oil, natural gas liquids and natural gas reserves as of December 31, 2025, is as follows:

($ millions)		Historical Ovintiv U.S.				Anadarko Divestiture				Pro Forma U.S.				Historical Ovintiv Canada				NuVista Acquisition				Pro Forma Canada				Pro Forma Total
Future cash inflows			41,435				(11,136	)			30,299				15,123				8,415				23,538				53,837
Less future:
Production costs			12,732				(3,557	)			9,175				7,505				4,309				11,814				20,989
Development costs			6,895				(1,278	)			5,617				3,004				1,200				4,204				9,821
Income taxes			3,042				(1,328	)			1,714				155				507				662				2,376
Future net cash flows			18,766				(4,973	)			13,793				4,459				2,399				6,858				20,651
Less 10% annual discount for estimated timing of cash flows			8,871				(2,551	)			6,320				1,440				1,036				2,476				8,796
Discounted future net cash flows			9,895				(2,422	)			7,473				3,019				1,363				4,382				11,855

The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil, natural gas liquids and natural gas reserves for the year ended December 31, 2025, are as follows:

($ millions)		Historical Ovintiv U.S.				Anadarko Divestiture				Pro Forma U.S.				Historical Ovintiv Canada				NuVista Acquisition				Pro Forma Canada				Pro Forma Total
Balance, beginning of year—January 1, 2025			12,860				(2,236	)			10,624				812				1,243				2,055				12,679
Changes resulting from:
Sales of oil and gas produced during the year			(3,163	)			717				(2,446	)			(1,197	)			(411	)			(1,608	)			(4,054	)
Discoveries and extensions, net of related costs			338				(21	)			317				365				48				413				730
Purchases of proved reserves in place			587				(35	)			552				907				—				907				1,459
Sales and transfers of proved reserves in place			(1,551	)			21				(1,530	)			—				—				—				(1,530	)
Net change in prices and production costs			(3,678	)			142				(3,536	)			1,112				14				1,126				(2,410	)
Revisions to quantity estimates			90				(319	)			(229	)			721				230				951				722
Accretion of discount			1,451				(278	)			1,173				89				151				240				1,413
Development costs incurred during the year			1,555				(283	)			1,272				615				306				921				2,193
Changes in estimated future development costs			1,053				(216	)			837				(361	)			(107	)			(468	)			369
Other			(1	)			—				(1	)			—				3				3				2
Net change in income taxes			354				86				440				(44	)			(114	)			(158	)			282
Balance, end of year—December 31, 2025			9,895				(2,422	)			7,473				3,019				1,363				4,382				11,855

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
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