UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-39191
Ovintiv Inc.
(Exact name of registrant as specified in its charter)
Delaware
84-4427672
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Suite 1700, 370 17th Street, Denver, Colorado, 80202, U.S.A.
(Address of principal executive offices)
Registrant’s telephone number, including area code (303) 623-2300
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 Shares
OVV
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Number of registrant’s shares of common stock outstanding as of October 23, 2026
268,708,063
1
OVINTIV INC.
TABLE OF CONTENTS
PART I
Item 1.
Financial Statements
6
Condensed Consolidated Statement of Earnings
Condensed Consolidated Statement of Comprehensive Income
Condensed Consolidated Balance Sheet
7
Condensed Consolidated Statement of Changes in Shareholders’ Equity
8
Condensed Consolidated Statement of Cash Flows
10
Notes to Condensed Consolidated Financial Statements
11
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
38
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
65
Item 4.
Controls and Procedures
67
PART II
Legal Proceedings
68
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
69
Defaults Upon Senior Securities
Mine Safety Disclosures
70
Item 5.
Other Information
Item 6.
Exhibits
Signatures
71
2
DEFINITIONS
Unless the context otherwise requires or otherwise expressly stated, all references in this Quarterly Report on Form 10-Q to “Ovintiv,” the “Company,” “us,” “we,” “our,” and “ours” refer to Ovintiv Inc. and its consolidated subsidiaries. In addition, the following are other abbreviations and definitions of certain terms used within this Quarterly Report on Form 10‑Q:
“AECO” means Alberta Energy Company and is the Canadian benchmark price for natural gas.
“ASU” means Accounting Standards Update.
“bbl” or “bbls” means barrel or barrels.
“BOE” means barrels of oil equivalent.
“Btu” means British thermal units, a measure of heating value.
“CORRA” means Canadian Overnight Repo Rate Average.
“DD&A” means depreciation, depletion and amortization expenses.
“FASB” means Financial Accounting Standards Board.
“GHG” means greenhouse gas.
“Mbbls/d” means thousand barrels per day.
“MBOE/d” means thousand barrels of oil equivalent per day.
“Mcf” means thousand cubic feet.
“MD&A” means Management’s Discussion and Analysis of Financial Condition and Results of Operations.
“MMBOE” means million barrels of oil equivalent.
“MMBtu” means million Btu.
“MMcf/d” means million cubic feet per day.
“NCIB” means normal course issuer bid.
“NGL” or “NGLs” means natural gas liquids.
“NYMEX” means New York Mercantile Exchange.
“NYSE” means New York Stock Exchange.
“OPEC” means Organization of the Petroleum Exporting Countries.
“SEC” means United States Securities and Exchange Commission.
“SOFR” means Secured Overnight Financing Rate.
“S&P 400” means Standard and Poor’s MidCap 400 index.
“TSX” means Toronto Stock Exchange.
“U.S.”, “United States” or “USA” means United States of America.
“U.S. GAAP” means U.S. Generally Accepted Accounting Principles.
“WTI” means West Texas Intermediate.
CONVERSIONS
In this Quarterly Report on Form 10-Q, a conversion of natural gas volumes to BOE is on the basis of six Mcf to one bbl. BOE is based on a generic energy equivalency conversion method primarily applicable at the burner tip and does not represent economic value equivalency at the wellhead. Given that the value ratio based on the current price of oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value, particularly if used in isolation.
3
CONVENTIONS
Unless otherwise specified, all dollar amounts are expressed in U.S. dollars, all references to “dollars”, “$” or “US$” are to U.S. dollars and all references to “C$” are to Canadian dollars. All amounts are provided on a before tax basis, unless otherwise stated. In addition, all information provided herein is presented on an after royalties basis.
The terms “include”, “includes”, “including” and “included” are to be construed as if they were immediately followed by the words “without limitation”, except where explicitly stated otherwise.
The term “liquids” is used to represent oil, NGLs and condensate. The term “liquids-rich” is used to represent natural gas streams with associated liquids volumes. The term “play” is used to describe an area in which hydrocarbon accumulations or prospects of a given type occur. Ovintiv’s focus of development is on hydrocarbon accumulations known to exist over a large areal expanse and/or thick vertical section and are developed using hydraulic fracturing. This type of development typically has a lower geological and/or commercial development risk and lower average decline rate, when compared to conventional development.
References to information contained on the Company’s website at www.ovintiv.com are not incorporated by reference into, and do not constitute a part of, this Quarterly Report on Form 10-Q.
FORWARD-LOOKING STATEMENTS AND RISK
This Quarterly Report on Form 10-Q contains certain 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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 Quarterly Report on Form 10‑Q, and the other documents incorporated herein by reference (if any), the use of words and phrases including “aims,” “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “focused on,” “forecast,” “guidance,” “intends,” “maintain,” “may,” “opportunities,” “outlook,” “plans,” “potential,” “seeks,” “strategy,” “strives,” “targets,” “will,” “would” and other similar terminology is intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words or phrases. Without limiting the generality of the foregoing, forward-looking statements contained in this Quarterly Report on Form 10‑Q include: expectations of plans, strategies and objectives of the Company, including anticipated reserves development; the Company’s ability to consummate any future acquisition and divestiture transactions (including the acquisition described herein); the Company’s ability to successfully integrate any acquired assets into its business (including the acquisition described herein); drilling plans and programs, including the amount and availability of capital to complete these plans and programs; the composition of the Company’s assets and the anticipated capital returns associated with its assets; anticipated oil, NGL and natural gas prices; the anticipated success of, and benefits from, technology and innovation, including new or advanced drilling techniques or well completion designs; anticipated drilling and completions activity, including the number of drilling rigs and frac crews utilized; anticipated proceeds and future benefits from various joint venture, partnership and other agreements; anticipated or desired benefits from acquisitions; anticipated oil, NGLs and natural gas production and commodity mix; the Company’s ability to access capital markets, credit facilities and other sources of liquidity; the Company’s ability to timely achieve its stated sustainability goals, targets and initiatives; the impact of changes in federal, state, provincial, local and tribal laws, rules and regulations, including the impact of changes in trade policies and tariffs; anticipated compliance with current or proposed environmental legislation; the Company’s ability to manage debt and financial ratios and comply with financial covenants; the implementation and outcomes of risk management programs, including exposure to commodity prices, interest rate and foreign exchange rate fluctuations and the volume of oil, NGLs and natural gas production hedged; the declaration and payment of future dividends and the anticipated repurchase of the Company’s outstanding common shares; the Company’s ability to manage cost inflation and expected cost structures, including expected operating, transportation, processing and labor expenses; and the outlook of the oil and natural gas industry generally, including impacts from changes to the geopolitical environment.
The forward-looking statements included in this Quarterly Report on Form 10-Q involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. We have based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by us. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond our control. The risks and
4
uncertainties that may affect the operations, performance and results of our business and forward-looking statements include, but are not limited to, those set forth in Item 1A. Risk Factors of the Company’s most recent Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (the “2025 Annual Report on Form 10-K”) and other risks and uncertainties impacting the Company’s business as described from time to time in the Company’s other periodic filings with the SEC or Canadian securities regulators.
Although the Company believes the expectations represented by its forward-looking statements are reasonable based on the information available to it as of the date such statements are 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. All forward-looking statements contained in this Quarterly Report on Form 10‑Q are made as of the date of this document (or in the case of a document incorporated herein by reference, the date of such document) and, except as required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statements. The forward-looking statements contained or incorporated by reference in this Quarterly Report on Form 10‑Q, and all 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 Item 1A. Risk Factors of the 2025 Annual Report on Form 10‑K for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements.
5
Item 1. Financial Statements
Condensed Consolidated Statement of Earnings (unaudited)
Three Months Ended
Nine Months Ended
September 30,
(US$ millions, except per share amounts)
2026
2025
Revenues
(Note 3)
Product and service revenues
(Note 4)
$
2,215
1,731
6,733
5,460
Sales of purchased product
343
289
1,274
1,149
Gains (losses) on risk management, net
(Note 20)
27
26
86
97
Sublease revenues
(Note 11)
17
20
54
55
Total Revenues
2,602
2,066
8,147
6,761
Operating Expenses
Production, mineral and other taxes
59
72
219
232
Transportation and processing
481
452
1,492
1,285
Operating
(Note 18)
201
220
611
644
Purchased product
333
278
1,240
1,120
Depreciation, depletion and amortization
550
545
1,630
1,646
Impairments
(Note 10)
-
141
1,485
871
Accretion of asset retirement obligation
21
Administrative
(Notes 9, 17, 18)
94
78
332
247
Total Operating Expenses
1,725
1,793
7,030
6,066
Operating Income (Loss)
877
273
1,117
695
Other (Income) Expenses
Interest
(Notes 5, 9, 12)
75
91
279
283
Foreign exchange (gain) loss, net
(Note 6)
(7
)
25
(Gain) loss on divestitures, net
(Note 8)
337
Other (gains) losses, net
(6
(3
(40
(11
Total Other (Income) Expenses
73
81
601
297
Net Earnings (Loss) Before Income Tax
804
192
516
398
Income tax expense (recovery)
(Note 7)
255
44
102
Net Earnings (Loss)
549
148
375
296
Net Earnings (Loss) per Share of Common Stock
(Note 14)
Basic
2.01
0.58
1.37
1.14
Diluted
1.99
0.57
1.36
1.13
Weighted Average Shares of Common Stock Outstanding (millions)
273.2
256.2
273.8
258.6
275.4
258.1
276.4
260.8
Condensed Consolidated Statement of Comprehensive Income (unaudited)
(US$ millions)
Other Comprehensive Income (Loss), Net of Tax
Foreign currency translation adjustment
(Note 15)
(73
(180
129
Pension and other post-employment benefit plans
(1
Other Comprehensive Income (Loss)
(74
(183
126
Comprehensive Income (Loss)
553
74
422
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheet (unaudited)
As at
December 31,
Assets
Current Assets
Cash and cash equivalents
176
35
Accounts receivable and accrued revenues (net of allowances
of $6 million (2025: $6 million))
1,469
1,128
Investment in marketable securities
(Note 9)
245
Risk management
(Notes 19, 20)
248
Income tax receivable
29
1,920
1,523
Property, Plant and Equipment, at cost:
Oil and natural gas properties, based on full cost accounting
Proved properties
60,995
70,133
Unproved properties
858
434
Other
943
864
Property, plant and equipment
62,796
71,431
Less: Accumulated depreciation, depletion and amortization
(49,117
(57,187
Property, plant and equipment, net
13,679
14,244
Other Assets
1,436
1,299
Risk Management
224
Deferred Income Taxes
744
Goodwill
(Notes 3, 8, 9)
2,319
2,576
19,604
20,390
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities
2,012
1,861
Current portion of operating lease liabilities
133
117
Income tax payable
19
121
Current portion of long-term debt
(Note 12)
810
2,285
2,795
Long-Term Debt
3,588
4,392
Operating Lease Liabilities
1,238
1,105
Other Liabilities and Provisions
(Note 13)
223
100
13
Asset Retirement Obligation
383
388
284
402
8,001
9,195
Commitments and Contingencies
(Note 22)
Shareholders’ Equity
Share capital - authorized 775 million shares of stock
2026 issued and outstanding: 270.3 million shares (2025: 253.3 million shares)
Paid in surplus
8,245
7,779
Retained earnings
2,565
2,440
Accumulated other comprehensive income
790
973
Total Shareholders’ Equity
11,603
11,195
Condensed Consolidated Statement of Changes in Shareholders’ Equity (unaudited)
Three Months Ended September 30, 2026 (US$ millions)
ShareCapital
Paid inSurplus
Retained Earnings
AccumulatedOtherComprehensiveIncome
TotalShareholders’Equity
Balance, June 30, 2026
8,613
2,097
786
11,499
Dividends on Shares of Common Stock ($0.30 per share)
(81
Shares of Common Stock Purchased
(386
Equity-Settled Compensation Costs
18
Balance, September 30, 2026
Three Months Ended September 30, 2025 (US$ millions)
Balance, June 30, 2025
7,898
1,499
977
10,377
(77
(160
Balance, September 30, 2025
7,758
1,570
903
10,234
Nine Months Ended September 30, 2026 (US$ millions)
Balance, December 31, 2025
Dividends on Shares of Common Stock ($0.90 per share)
(250
(815
Shares of Common Stock Issued
(Notes 9, 14, 21)
1,277
Nine Months Ended September 30, 2025 (US$ millions)
Balance, December 31, 2024
8,045
1,506
777
10,331
(232
(307
9
Condensed Consolidated Statement of Cash Flows (unaudited)
Operating Activities
Net earnings (loss)
Deferred income taxes
170
30
Unrealized (gain) loss on risk management
(59
(196
12
Unrealized foreign exchange (gain) loss
(2
(45
Foreign exchange (gain) loss on settlements
(41
36
33
Net change in other assets and liabilities
(12
(30
(29
Net change in non-cash working capital
(Note 21)
(161
(76
50
(85
Cash From (Used in) Operating Activities
1,070
812
3,758
2,698
Investing Activities
Capital expenditures
(563
(544
(1,742
(1,682
Acquisitions
(457
31
(478
(2,282
Corporate acquisition, net of cash acquired
(1,192
Proceeds from divestitures
2,831
1,922
Net change in investments and other
34
52
136
Cash From (Used in) Investing Activities
(1,010
(453
(529
(1,906
Financing Activities
Net issuance (repayment) of revolving debt
(Notes 9, 12)
(121
(580
360
Issuance of debt under the Term Credit Agreement
1,151
Repayment of debt under the Term Credit Agreement
(1,151
Repayment of long-term debt
(112
(1,291
(600
Purchase of shares of common stock
Dividends on shares of common stock
(148
(21
Cash From (Used in) Financing Activities
(358
(3,084
(800
Foreign Exchange Gain (Loss) on Cash, Cash Equivalents
and Restricted Cash Held in Foreign Currency
(4
(9
Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash
(524
(17
Cash, Cash Equivalents and Restricted Cash, Beginning of Period
700
42
Cash, Cash Equivalents and Restricted Cash, End of Period
Cash, End of Period
22
15
Cash Equivalents, End of Period
154
Restricted Cash, End of Period
Supplementary Cash Flow Information
1.
Basis of Presentation and Principles of Consolidation
Ovintiv is in the business of the exploration for, the development of, and the production and marketing of oil, NGLs and natural gas.
The interim Condensed Consolidated Financial Statements include the accounts of Ovintiv and entities in which it holds a controlling interest. All intercompany balances and transactions are eliminated on consolidation. Undivided interests in oil and natural gas exploration and production joint ventures and partnerships are consolidated on a proportionate basis. Investments in non-controlled entities over which the Company has the ability to exercise significant influence are accounted for using the equity method.
The interim Condensed Consolidated Financial Statements are prepared in conformity with U.S. GAAP and the rules and regulations of the SEC. Pursuant to these rules and regulations, certain information and disclosures normally required under U.S. GAAP have been condensed or have been disclosed on an annual basis only. Accordingly, the interim Condensed Consolidated Financial Statements should be read in conjunction with the annual audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2025, which are included in Item 8 of Ovintiv’s 2025 Annual Report on Form 10‑K.
The interim Condensed Consolidated Financial Statements have been prepared following the same accounting policies and methods of computation as the annual audited Consolidated Financial Statements for the year ended December 31, 2025.
These unaudited interim Condensed Consolidated Financial Statements reflect, in the opinion of Management, all normal and recurring adjustments necessary to present fairly the financial position and results of the Company as at and for the periods presented. Interim condensed consolidated financial results are not necessarily indicative of consolidated financial results expected for the fiscal year.
2.
Recent Accounting Pronouncements
New Standards Issued Not Yet Adopted
3.
Segmented Information
Ovintiv’s exploration and production activities are subdivided into two geographic segments, including the USA Operations and Canadian Operations. These segments’ activities also include third-party purchases and sales of product to provide operational flexibility and cost mitigation for transportation commitments, product type, delivery points and customer diversification. The Company considers sales of purchased commodities as ancillary to its oil and gas development, exploration and producing activities and manages them to support such activities. In addition, the Company has a single, company-wide management team that allocates capital resources to maximize profitability and measures financial performance as a single enterprise.
Corporate and Other mainly includes unrealized gains or losses recorded on derivative financial instruments. Once the instruments are settled, the realized gains and losses are recorded in the reporting segment to which the derivative instruments relate. Corporate and Other also includes amounts related to sublease rentals and administrative costs not allocated to the operating segments.
The tables below summarize the results of operations and total assets by segment that are provided to the Chief Operating Decision Makers (“CODMs”) which have been identified as the Company’s President & Chief Executive Officer, Executive Vice President & Chief Operating Officer, and the Executive Vice President & Chief Financial Officer. The CODMs evaluate the performance of each of the reportable segments based on Operating Income (Loss) which is also used to assess performance and allocate capital for these segments by comparing actual to historical results and forecasted financial information.
The Company evaluates the effects of debt financing, interest expense and/or interest income, foreign exchange gains (losses) and other gains (losses) at a consolidated level.
Results of Operations (For the three months ended September 30)
Segment Information
USA Operations
Canadian Operations
1,164
1,103
1,051
628
299
256
41
37
1,390
1,368
1,136
698
66
77
109
404
138
178
63
286
361
259
179
854
970
765
733
536
371
(35
Corporate & Other
Consolidated
(20
76
106
90
(90
Results of Operations (For the nine months ended September 30)
3,663
3,533
3,070
1,927
1,072
1,020
202
(199
89
4,536
4,571
3,361
2,147
196
216
23
16
282
336
1,210
949
449
524
162
120
1,019
168
101
904
1,106
712
1,111
374
4,014
3,201
2,649
2,581
522
1,370
(434
250
43
14
367
(117
(241
Capital Expenditures by Segment
356
416
1,104
1,224
205
634
454
563
544
1,742
1,682
Goodwill, Property, Plant and Equipment and Total Assets by Segment
Property, Plant and Equipment
Total Assets
1,938
8,247
11,613
10,589
14,393
883
638
5,335
2,522
7,409
3,921
1,606
2,076
4.
Revenues from Contracts with Customers
The following table summarizes Ovintiv’s revenues from contracts with customers.
Revenues (For the three months ended September 30)
Revenues from Customers
Product revenues
Oil
956
835
NGLs
149
164
633
403
Natural gas (1)
57
96
407
221
Service revenues
Gathering and processing, and other
1,463
1,359
1,095
661
965
838
782
567
464
317
2,558
2,020
Revenues (For the nine months ended September 30)
3,003
2,641
531
1,875
1,093
199
345
1,171
822
4,735
4,553
3,272
2,056
3,019
2,648
2,329
1,624
1,167
8,007
6,609
The Company’s revenues from contracts with customers consist of product sales including oil, NGLs and natural gas, sales of purchased product, as well as the provision of gathering and processing, and other services to third parties. Ovintiv had no contract asset or liability balances during the periods presented. As at September 30, 2026, receivables and accrued revenues from contracts with customers were $1,102 million ($845 million as at December 31, 2025).
Ovintiv’s product sales are sold under short-term contracts with terms that are less than one year at either fixed or market index prices or under long-term contracts exceeding one year at market index prices at the time of delivery.
The Company’s gathering and processing services are provided on an interruptible basis with transaction prices that are for fixed prices and/or variable consideration. Variable consideration received is related to recovery of plant operating costs or escalation of the fixed price based on a consumer price index. As the service contracts are interruptible, with service provided on an “as available” basis, there are no unsatisfied performance obligations remaining at September 30, 2026.
As at September 30, 2026, all remaining performance obligations are priced at market index prices or are variable volume delivery contracts. As such, the variable consideration is allocated entirely to the wholly unsatisfied performance obligation or promise to deliver units of production, and revenue is recognized at the amount for which the Company has the right to invoice the product delivered. As the period between when the product sales are transferred and Ovintiv receives payments is generally 30 to 60 days, there is no financing element associated with customer contracts. In addition, Ovintiv does not disclose unsatisfied performance obligations for customer contracts with terms less than 12 months or for variable consideration related to unsatisfied performance obligations.
5.
Interest Expense on:
Debt
88
276
Finance leases
For the nine months ended September 30, 2026, interest expense on debt includes $23 million of debt retirement costs, which comprised a $20 million make-whole payment associated with the early redemption of the Company’s $700 million, 5.65 percent senior notes due May 15, 2028, and $3 million of premiums paid to repurchase certain of the Company’s senior notes in the open market (see Note 12). Additionally, interest expense on debt for the nine months ended September 30, 2026, includes $4 million of financing fees associated with the Term Credit Agreement related to the NuVista Acquisition as defined in Note 9.
For the nine months ended September 30, 2025, interest expense on debt included $5 million of financing fees associated with two term facilities which were terminated in January 2025, following the closing of the Uinta divestiture and the Montney Acquisition as described in Note 8.
6.
Foreign Exchange (Gain) Loss, Net
Unrealized Foreign Exchange (Gain) Loss on:
Translation of U.S. dollar risk management contracts issued from Canada
(87
Translation of intercompany notes
Foreign Exchange (Gain) Loss on Settlements of:
U.S. dollar financing debt issued from Canada
U.S. dollar risk management contracts issued from Canada
98
Intercompany notes
Other Monetary Revaluations
(5
In 2024, the Company entered into $2.4 billion notional U.S. dollar denominated currency swaps at an average exchange rate of C$1.3825 to US$1 to manage the foreign exchange risk associated with the Montney Acquisition, which was denominated in Canadian dollars (see Note 8). In conjunction with the closing of the transaction, the Company settled the currency swaps and recognized a realized foreign exchange loss of approximately $97 million during the nine months ended September 30, 2025.
7.
Income Taxes
Current Tax
United States
Canada
104
Total Current Tax Expense (Recovery)
85
83
Deferred Tax
167
229
(210
Total Deferred Tax Expense (Recovery)
Income Tax Expense (Recovery)
Effective Tax Rate
31.7
%
22.9
27.3
25.6
Ovintiv’s interim income tax expense is determined using the estimated annual effective income tax rate applied to year-to-date net earnings before income tax plus the effect of legislative changes and amounts in respect of prior periods. The estimated annual effective income tax rate is impacted by expected annual earnings, changes in valuation allowances, income tax related to foreign operations, state taxes, the effect of legislative changes, non-taxable items and tax differences on transactions, which can produce interim effective tax rate fluctuations.
During the nine months ended September 30, 2026, the Canadian current income tax expense includes a recovery related to Canadian legislation enacted in the first quarter of 2026 that accelerated capital cost recovery for years beginning in 2025.
During the three and nine months ended September 30, 2026, the deferred tax expense is primarily due to the estimated annual effective tax rate applied to jurisdictional earnings.
The effective tax rates of 31.7 percent and 27.3 percent for the three and nine months ended September 30, 2026, respectively, are higher than the U.S. federal statutory rate of 21 percent primarily due to tax differences related to non-deductible goodwill applied to jurisdictional income.
The effective tax rate of 22.9 percent for the three months ended September 30, 2025, was higher than the U.S. federal statutory rate of 21 percent primarily due to the impact of state taxes.
The effective tax rate of 25.6 percent for the nine months ended September 30, 2025, was higher than the U.S. federal statutory rate of 21 percent primarily due to the resolution of prior period tax items.
8.
Acquisitions and Divestitures
215
237
242
(34
241
2,275
Total Acquisitions
457
(31
478
2,282
Divestitures
(22
(2,831
(1,918
Total Divestitures
(26
(1,922
Net Acquisitions & (Divestitures)
455
(57
(2,353
For the three and nine months ended September 30, 2026, acquisitions in the USA Operations were $215 million and $237 million, respectively, which primarily included property purchases in Permian with oil and liquids-rich potential.
For the three and nine months ended September 30, 2026, acquisitions in the Canadian Operations were $242 million and $241 million, respectively, which primarily included property purchases in Montney with liquids-rich potential.
On January 31, 2025, the Company completed the acquisition of approximately 109,000 net acres in the core of the Montney formation from Paramount Resources Ltd. for total cash consideration, including transaction costs, of approximately $2.274 billion (C$3.280 billion), after preliminary closing adjustments (the “Montney Acquisition”). The Company funded the Montney Acquisition with cash on hand, including proceeds from the Uinta divestiture as discussed below, and proceeds from short-term borrowings. The Montney Acquisition was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired were concentrated in a single asset group, largely comprising proved oil and natural gas properties.
For the nine months ended September 30, 2026, divestitures in the USA Operations were $2,831 million, which primarily included the sale of Anadarko located in Oklahoma for proceeds of approximately $2,821 million, after preliminary closing adjustments and transaction costs.
For the nine months ended September 30, 2025, divestitures in the USA Operations were $1,918 million, which primarily included the sale of Uinta located in Utah for proceeds of approximately $1,903 million, after preliminary closing and other adjustments.
Amounts received from the Company’s divestiture transactions have been deducted from the respective U.S. and Canadian full cost pools, except for divestitures that result in a significant alteration between capitalized costs and proved reserves in the country cost center. For divestitures that result in a gain or loss and constitute a business, goodwill is allocated to the divestiture. Accordingly, for the nine months ended September 30, 2026, the Company recognized a loss of approximately $337 million, before tax, on the sale of the Anadarko assets in the U.S. cost center and allocated goodwill of $502 million to the transaction.
9.
Business Combination
Acquisition of NuVista Energy Ltd. (“NuVista Acquisition”)
On February 3, 2026, Ovintiv completed the acquisition of all issued and outstanding common shares of NuVista Energy Ltd. (“NuVista”), a corporation organized under the laws of the Province of Alberta, Canada, in a cash and stock transaction valued at approximately $2.8 billion (C$3.8 billion), 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 representing a value of approximately $1.3 billion (C$1.8 billion) and paid cash consideration of approximately $1.2 billion (C$1.6 billion), which was primarily funded with proceeds from the Term Credit Agreement as discussed in Note 12. Total transaction costs of approximately $23 million and $4 million have been included in administrative expense and interest expense, respectively.
The assets acquired are strategically located in close proximity to Ovintiv’s current operations and add approximately 930 net well locations and approximately 140,000 net acres in the core of the condensate-rich Montney in Alberta. The assets acquired generated revenues of approximately $730 million and direct operating expenses of approximately $288 million for the period from February 3, 2026, to September 30, 2026. The results of operations from the acquired NuVista assets have been included in Ovintiv’s consolidated financial statements since February 3, 2026.
Purchase Price Allocation
The NuVista Acquisition has been accounted for under the acquisition method of accounting, which requires that the assets and liabilities assumed be recognized at their fair values as of the acquisition date, with any excess of the purchase price over the estimated fair value of identified net assets acquired recorded as goodwill. The preliminary purchase price allocation represents the consideration paid and the fair values of the assets acquired and liabilities assumed as of the acquisition date.
The preliminary purchase price allocation was based on the initial valuation from estimates and assumptions that management believes are reasonable. These will be subject to change based on the determination of the final closing adjustments and when the remaining information necessary to complete the valuation is obtained. The Company expects the purchase price allocation to be completed within 12 months following the acquisition date, during which time the value of net assets and liabilities acquired may be revised as appropriate.
Preliminary Purchase Price Allocation
Consideration:
Fair value of shares of Ovintiv common stock issued (1)
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
Assets Acquired:
Accounts receivable and accrued revenues (4)
Income tax receivable (4)
Risk management assets, net
169
596
Other property, plant and equipment
Operating lease right-of-use assets
111
Goodwill (4)
Liabilities Assumed:
Accounts payable and accrued liabilities (4)
(104
(229
Operating lease liabilities
(111
Asset retirement obligation
(51
Other long-term liabilities
(13
(577
Total Purchase Price
The Company used the income approach valuation technique for the fair value of assets acquired and liabilities assumed. The carrying amounts of cash and cash equivalents, accounts receivable and accrued revenues, income tax receivable, risk management assets, net, accounts payable and accrued liabilities, and debt approximate their fair values due to their nature and/or short-term maturity of the instruments. The fair values of operating lease assets and liabilities, and other long-term liabilities were classified within Level 2 of the fair value hierarchy and were determined using quoted prices and rates from an available pricing source. The fair values of proved properties, unproved properties, other property, plant and equipment, and
asset retirement obligation were categorized within Level 3 and were determined using relevant market assumptions, including discount rates, future commodity prices and costs, timing of development activities, projections of oil and gas reserves, and estimates for abandonment and reclamation. Level 3 inputs require significant judgment and estimates to be made.
Goodwill arose from the NuVista Acquisition primarily from the requirement to recognize deferred taxes on the difference between the fair value of the assets acquired and liabilities assumed and the respective carry-over tax basis. Goodwill is not amortized and is not deductible for tax purposes.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information combines the historical financial results of Ovintiv with NuVista and has been prepared as though the acquisition had occurred on January 1, 2025. The pro forma information is not intended to reflect the actual results of operations that would have occurred if the NuVista Acquisition had been completed at the date indicated. In addition, the pro forma information is not intended to be a projection of Ovintiv’s results of operations for any future period.
Additionally, pro forma net earnings were adjusted to exclude transaction-related costs incurred of approximately $27 million recognized by Ovintiv and $22 million recognized by NuVista during the nine months ended September 30, 2026. The pro forma financial information does not include any cost savings or other synergies that may result from the acquisition or any estimated costs that have been incurred to integrate the assets.
2,240
8,280
7,422
132
411
348
0.46
1.50
1.20
1.49
10.
Property, Plant and Equipment, Net
As at September 30, 2026
As at December 31, 2025
Accumulated
Cost
DD&A
Net
38,878
(30,756
8,122
50,573
(39,294
11,279
123
316
39,005
(30,758
50,909
(39,296
22,117
(17,633
4,484
19,560
(17,163
2,397
735
118
125
116
22,977
(17,642
19,690
(17,168
814
(717
832
(723
USA and Canadian Operations’ property, plant and equipment include internal costs directly related to exploration, development and construction activities of $103 million, which have been capitalized during the nine months ended September 30, 2026 (2025 - $114 million).
For the three months ended September 30, 2026, the Company did not recognize ceiling test impairments in the USA and Canadian Operations. For the nine months ended September 30, 2026, the Company recognized before-tax non-cash ceiling test impairments of $1,485 million, comprising $1,111 million in the USA Operations and $374 million in the Canadian Operations. The non-cash ceiling test impairments primarily resulted from declines in the 12-month average trailing prices which reduced proved reserves in the USA Operations, and the 12-month average trailing prices used in the ceiling test at March 31, 2026, which were lower than the market prices used for the NuVista Acquisition on February 3, 2026, in the Canadian Operations.
For the three months ended September 30, 2025, the Company recognized a before-tax non-cash ceiling test impairment of $141 million in the Canadian Operations primarily resulting from the decline in the 12-month average trailing prices, which reduced proved reserves. For the nine months ended September 30, 2025, the Company recognized ceiling test impairments in the Canadian Operations of $871 million primarily due to the 12-month average trailing prices used in the ceiling test at March 31, 2025, which were lower than the market prices used for the Montney Acquisition on January 31, 2025.
The non-cash ceiling test impairments are included with accumulated DD&A in the table above.
The 12-month average trailing prices used in the ceiling test calculations were based on the benchmark prices presented below. The benchmark prices were adjusted for basis differentials to determine local reference prices, transportation costs and tariffs, heat content and quality.
Oil & NGLs
Natural Gas
Edmonton
WTI
Condensate
Henry Hub
AECO
($/bbl)
(C$/bbl)
($/MMBtu)
(C$/MMBtu)
12-Month Average Trailing Reserves Pricing (1)
September 30, 2026
75.79
104.14
3.62
1.87
December 31, 2025
65.34
90.09
3.39
1.76
September 30, 2025
67.45
93.67
3.10
1.53
11.
Leases
The following table outlines Ovintiv’s estimated future sublease income as at September 30, 2026. All subleases are classified as operating leases.
(undiscounted)
2027
2028
2029
2030
Thereafter
Total
Sublease Income
45
280
For the three and nine months ended September 30, 2026, operating lease income was $11 million and $38 million, respectively (2025 - $14 million and $40 million, respectively), and variable lease income was $6 million and $16 million, respectively (2025 - $6 million and $15 million, respectively).
12.
Revolving Credit and Term Loan Borrowings
351
U.S. Unsecured Notes:
5.375% due January 1, 2026
459
5.65% due May 15, 2028
8.125% due September 15, 2030
300
7.20% due November 1, 2031
350
7.375% due November 1, 2031
500
6.25% due July 15, 2033
575
600
6.50% due August 15, 2034
589
599
6.625% due August 15, 2037
354
390
6.50% due February 1, 2038
430
5.15% due November 15, 2041
7.10% due July 15, 2053
400
Total Principal
3,608
5,227
Increase in Value of Debt Acquired
Unamortized Debt Discounts and Issuance Costs
(28
Total Long-Term Debt
5,202
Current Portion
Long-Term Portion
During the three and nine months ended September 30, 2026, the Company repurchased approximately $109 million in principal amount of its senior notes in the open market, which included approximately $25 million of its 6.25 percent senior notes due in July 2033, approximately $10 million of its 6.50 percent senior notes due in August 2034, approximately $36 million of its 6.625 percent senior notes due in August 2037, approximately $19 million of its 6.50 percent senior notes due in February 2038 and approximately $19 million of its 5.15 percent senior notes due in November 2041. To complete these open market repurchases, the Company paid premiums of $3 million, which are included in interest expense as discussed in Note 5.
On April 20, 2026, Ovintiv redeemed the Company’s $700 million, 5.65 percent senior notes due May 15, 2028, using proceeds from the divestiture of its Anadarko assets as discussed in Note 8. Ovintiv paid approximately $737 million in cash including accrued and unpaid interest of $17 million and a one-time make-whole payment of $20 million, which is included in interest expense as discussed in Note 5.
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 the NuVista Acquisition. The Company closed the NuVista Acquisition on February 3, 2026, and paid cash consideration of approximately $1.2 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 as discussed in Note 8, the Company repaid the balance under the Term Credit Agreement and the facility was terminated.
As at September 30, 2026, total long-term debt had a carrying value of $3,588 million and a fair value of $3,693 million (as at December 31, 2025 - carrying value of $5,202 million and a fair value of $5,510 million). The estimated fair value of long-term borrowings is categorized within Level 2 of the fair value hierarchy and has been determined based on market information of long-term debt with similar terms and maturity, or by discounting future payments of interest and principal at interest rates expected to be available to the Company at period end.
24
13.
Finance Lease Obligations (1)
110
Unrecognized Tax Benefits
Pensions and Other Post-Employment Benefits
79
14.
Share Capital
Authorized
Ovintiv is authorized to issue 750 million shares of common stock, par value $0.01 per share, and 25 million shares of preferred stock, par value $0.01 per share. No shares of preferred stock are outstanding.
Issued and Outstanding
Number
(millions)
Amount
Shares of Common Stock Outstanding, Beginning of Year
253.3
260.4
(13.9
(7.8
30.9
0.7
Shares of Common Stock Outstanding, End of Period
270.3
On February 3, 2026, in accordance with the terms of the NuVista Acquisition agreement, Ovintiv issued approximately 30.1 million shares of common stock as a component of the consideration paid for the NuVista Acquisition. In conjunction with the share issuance, the Company recognized share capital of $301 thousand and paid in surplus of $1,277 million.
Ovintiv’s Performance Share Units (“PSU”) and Restricted Share Units (“RSU”) stock-based compensation plans allow the Company to settle the awards either in cash or in the Company’s common stock. Accordingly, Ovintiv issued 0.8 million shares of common stock during the nine months ended September 30, 2026 (0.7 million shares of common stock during the twelve months ended December 31, 2025), as certain PSU and RSU grants vested during the period.
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.
During the three and nine months ended September 30, 2026, the Company purchased approximately 6.3 million and 13.9 million shares, respectively, under its 2025 NCIB program, which extended from October 3, 2025, to October 2, 2026, for total consideration of approximately $386 million and $815 million, respectively. Of the amounts paid during the same three and nine month periods, $63 thousand and $139 thousand, respectively, were charged to share capital and $386 million and $815 million, respectively, were charged to paid in surplus.
During the three and nine months ended September 30, 2025, the Company purchased approximately 3.7 million shares and 7.8 million shares, respectively, under its 2024 NCIB program, which extended from October 3, 2024, to October 2, 2025, for total consideration of approximately $160 million and $307 million, respectively. Of the amounts paid during the same three and nine month periods, $37 thousand and $78 thousand, respectively, were charged to share capital and $160 million and $307 million, respectively, were charged to paid in surplus.
For the twelve months ended December 31, 2025, the Company purchased approximately 7.8 million shares under its 2024 NCIB program for total consideration of approximately $307 million. Of the amount paid, $78 thousand was charged to share capital and $307 million was charged to paid in surplus.
All NCIB purchases were made in accordance with their respective programs at prevailing market prices plus brokerage fees, with consideration allocated to share capital up to the par value of the shares, with any excess allocated to paid in surplus.
Dividends
During the three months ended September 30, 2026, the Company declared and paid dividends of $0.30 per share of common stock totaling $81 million (2025 - $0.30 per share of common stock totaling $77 million).
During the nine months ended September 30, 2026, the Company declared and paid dividends of $0.90 per share of common stock totaling $250 million (2025 - $0.90 per share of common stock totaling $232 million).
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.
Earnings Per Share of Common Stock
The following table presents the calculation of net earnings (loss) per share of common stock:
Number of Shares of Common Stock:
Weighted average shares of common stock outstanding - Basic
Effect of dilutive securities
2.2
1.9
2.6
Weighted Average Shares of Common Stock Outstanding - Diluted
Stock-Based Compensation Plans
Shares issued as a result of awards granted from stock-based compensation plans are generally funded out of the common stock authorized for issuance as approved by the Company’s shareholders. As at September 30, 2026, the Company has sufficient common stock held in reserve for issuance in accordance with its equity-settled stock-based compensation plans.
15.
Accumulated Other Comprehensive Income
Foreign Currency Translation Adjustment
Balance, Beginning of Period
745
933
930
731
Change in Foreign Currency Translation Adjustment
Balance, End of Period
750
860
Pension and Other Post-Employment Benefit Plans
46
Amounts Reclassified from Other Comprehensive Income:
Reclassification of net actuarial (gains) and losses to net earnings
Income taxes
40
Total Accumulated Other Comprehensive Income
16.
Variable Interest Entities
Veresen Midstream Limited Partnership
Veresen Midstream Limited Partnership (“VMLP”) provides gathering, compression and processing services under various agreements related to the Company’s development of liquids and natural gas production in the Montney play. As at September 30, 2026, VMLP provides approximately 1,192 MMcf/d of natural gas gathering and compression and 933 MMcf/d of natural gas processing under long-term service agreements with remaining terms ranging from five to 19 years and have various renewal terms providing up to a potential maximum of 10 years.
Ovintiv has determined that VMLP is a variable interest entity and that Ovintiv holds variable interests in VMLP. Ovintiv is not the primary beneficiary as the Company does not have the power to direct the activities that most significantly impact VMLP’s economic performance. These key activities relate to the construction, operation, maintenance and marketing of the assets owned by VMLP. The variable interests arise from certain terms under the various long-term service agreements and include: i) a take or pay for volumes in certain agreements; ii) an operating fee of which a portion can be converted into a fixed fee once VMLP assumes operatorship of certain assets; and iii) a payout of minimum costs in certain agreements. The potential payout of minimum costs will be assessed in the eighth year of the assets’ service period and is based on whether there is an overall shortfall of total system cash flows from natural gas gathered and compressed under certain agreements. The potential payout amount can be reduced in the event VMLP markets unutilized capacity to third-party users. Ovintiv is not required to provide any financial support or guarantees to VMLP.
As a result of Ovintiv’s involvement with VMLP, the maximum total exposure to loss related to the commitments under the agreements is estimated to be $560 million as at September 30, 2026. The estimate comprises the take or pay volume commitments and the payout of minimum costs. The take or pay volume commitments associated with certain gathering and processing assets are included in Note 22 under Transportation and Processing. As at September 30, 2026, accounts payable and accrued liabilities included $24 million ($29 million as at December 31, 2025) related to the take or pay commitment and payout of minimum costs.
17.
Restructuring Charges
In 2024, Ovintiv initiated a plan to reduce its workforce by approximately 10 percent as part of a corporate reorganization. During the three and nine months ended September 30, 2025, the Company incurred restructuring charges of nil and $11 million, respectively, before tax, related to severance costs. As at December 31, 2025, $1 million remained accrued, which was paid during the nine months ended September 30, 2026.
In 2026, the Company completed further workforce reductions as part of a company-wide reorganization to better align staffing levels and organizational structure with the Company’s transformed portfolio following the sale of the Anadarko assets as discussed in Note 8. During the three and nine months ended September 30, 2026, the Company incurred total restructuring charges of $1 million and $46 million, respectively, before tax, related to severance costs. As at September 30, 2026, $9 million remains accrued and is expected to be paid by the end of the first quarter of 2027.
Restructuring charges are included in administrative expense presented in the Corporate and Other segment in the Condensed Consolidated Statement of Earnings.
Severance and Outplacement
Restructuring Expenses
Outstanding Restructuring Accrual, Beginning of Year
Restructuring Expenses Incurred
Restructuring Costs Paid
(38
Outstanding Restructuring Accrual, End of Period (1)
28
18.
Compensation Plans
As at September 30, 2026, the Company has sufficient common stock held in reserve for issuance in accordance with its equity-settled stock-based compensation plans.
The Company has recognized the following share-based compensation costs:
Total Compensation Costs of Transactions Classified as Cash-Settled
Total Compensation Costs of Transactions Classified as Equity-Settled
48
58
Less: Total Share-Based Compensation Costs Capitalized
(15
Total Share-Based Compensation Expense (Recovery)
Recognized in the Condensed Consolidated Statement of Earnings in:
32
As at September 30, 2026, the liability for cash-settled share-based payment transactions totaled $8 million ($6 million as at December 31, 2025), which is recognized in accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheet.
As at September 30, 2026, the Stock Appreciation Rights (“SAR”) and Tandem Stock Appreciation Rights (“TSAR”) units outstanding at December 31, 2025, have been settled. The following weighted average assumptions were used to determine the fair value of SAR and TSAR units outstanding as at September 30, 2025:
US$ SAR
C$ TSAR
Share Units
Risk Free Interest Rate
2.47%
Dividend Yield
2.97%
2.99%
Expected Volatility Rate (1)
41.03%
39.33%
Expected Term
0.4 yrs
Market Share Price
US$40.38
C$56.19
Weighted Average Grant Date Fair Value
US$33.53
C$46.55
The following units were granted primarily in conjunction with the Company’s annual grant of long-term incentive awards. The PSUs and RSUs were granted at the volume-weighted average trading price of shares of Ovintiv common stock for the five days prior to the grant date.
Nine Months Ended September 30, 2026 (thousands of units)
RSUs
1,306
PSUs
DSUs (1)
19.
Fair Value Measurements
The fair values of cash and cash equivalents, accounts receivable and accrued revenues, and accounts payable and accrued liabilities approximate their carrying amounts due to the short-term maturity of those instruments. The fair values of investment in marketable securities, and restricted cash and other marketable securities included in other assets approximate their carrying amounts due to the nature of the instruments held.
Recurring fair value measurements are performed for risk management assets and liabilities, as discussed further in Note 20. These items are carried at fair value in the Condensed Consolidated Balance Sheet and are classified within the three levels of the fair value hierarchy in the following tables.
Fair value changes and settlements for amounts related to risk management assets and liabilities are recognized in revenues and foreign exchange gains and losses according to their purpose.
Level 1QuotedPrices inActiveMarkets
Level 2 OtherObservableInputs
Level 3SignificantUnobservableInputs
Total FairValue
Netting (1)
CarryingAmount
Risk Management Assets
Commodity Derivatives:
Current assets
266
(18
Long-term assets
180
Risk Management Liabilities
Current liabilities
139
87
Long-term liabilities
The Company’s Level 1 and Level 2 risk management assets and liabilities include contracts with terms to 2033, consisting of commodity fixed price contracts, three-way options, costless collars, basis swaps and physical forward contracts receiving a percentage of the Japan Korea Marker (“JKM”) index price. The Company uses discounted cash flow and option-pricing models for fair valuing commodity derivatives. The fair value models use inputs such as contracted notional volumes, market future prices, maturities, credit adjusted risk free rates, and market-based implied volatility factors. The fair values of these contracts are estimated using inputs which are either directly or indirectly observable from active markets, such as exchange and other published prices, broker quotes and observable trading activity throughout the term of the instruments.
The three-way options are a combination of a sold call, a bought put and a sold put. The costless collars are a combination of a sold call and a bought put. These contracts allow the Company to participate in the upside of commodity prices to the ceiling of the call option and provide the Company with complete (collars) or partial (three-way) downside price protection through the put options.
Level 3 Fair Value Measurements
During 2025, Ovintiv entered into a ten-year physical forward contract, with terms to 2037, to deliver 100 MMcf/d of natural gas volumes with a delivery point in Alberta and will receive the Chicago city-gates (“Chicago”) index price, less deducts. Delivery of natural gas volumes is expected to commence November 1, 2027. This contract is a derivative and is required to be measured at fair value each reporting period with changes in the fair value recorded in net earnings. The fair value of this contract is based on the discounted cash flow model using observable and unobservable inputs such as forward prices less deducts. The data used to develop the unobservable inputs are obtained from third parties whenever possible and reviewed by the Company for reasonableness.
A summary of changes in Level 3 fair value measurements for risk management positions is presented below:
Balance, Beginning of Year
Total Gains (Losses)
Purchases, Sales, Issuances and Settlements:
Purchases, sales and issuances
Settlements
Transfers Out of Level 3
Change in Unrealized Gains (Losses) During the
Period Included in Net Earnings (Loss)
Quantitative information about unobservable inputs used in Level 3 fair value measurements is presented below as at September 30, 2026:
Valuation Technique
Unobservable Input
Range
Weighted Average
Risk Management - Physical Forward Contract
Discounted Cash Flow Model
Forward Prices (1)
$0.73/Mcf - $3.15/Mcf
$1.37/Mcf
A 10 percent increase or decrease in forward price differentials between Chicago and AECO for the physical forward contract would cause an approximate corresponding $28 million ($24 million as at December 31, 2025) increase or decrease to net risk management assets and liabilities.
20.
Financial Instruments and Risk Management
A) Financial Instruments
Ovintiv’s financial assets and liabilities are recognized in cash and cash equivalents, accounts receivable and accrued revenues, investment in marketable securities, other assets, accounts payable and accrued liabilities, risk management assets and liabilities, long-term debt, and other liabilities and provisions.
B) Risk Management Activities
Ovintiv uses derivative financial instruments to manage its exposure to fluctuating commodity prices and foreign currency exchange rates. The Company does not apply hedge accounting to any of its derivative financial instruments. As a result, gains and losses from changes in the fair value are recognized in net earnings (loss).
Commodity Price Risk
Commodity price risk arises from the effect that fluctuations in future commodity prices may have on revenues from production. To partially mitigate exposure to commodity price risk, the Company has entered into various derivative financial instruments. The use of these derivative instruments is governed under formal policies and is subject to limits established by the Board of Directors.
Oil and NGLs - To partially mitigate oil and NGL commodity price risk, the Company uses WTI- and NGL-based contracts such as fixed price contracts, options and costless collars. Ovintiv also entered into forward contracts to manage against widening price differentials among various production areas, products and benchmark price points.
Natural Gas - To partially mitigate natural gas commodity price risk, the Company uses NYMEX-, AECO- and Waha-based contracts such as fixed price contracts, options and costless collars. Ovintiv also entered into forward contracts to manage against widening price differentials among various production areas and benchmark price points.
Foreign Exchange Risk
Foreign exchange risk arises from changes in foreign currency exchange rates that may affect the fair value or future cash flows from the Company’s financial assets or liabilities. To partially mitigate the effect of foreign exchange fluctuations on future commodity revenues and expenses, the Company may enter into foreign currency derivative contracts. As at September 30, 2026, the Company does not have any currency swaps.
Risk Management Positions as at September 30, 2026
Notional Volumes
Term
Average Price
Fair Value
Oil and NGL Contracts
US$/bbl
Fixed Price Contracts
WTI Fixed Price
4.0 Mbbls/d
61.58
(10
WTI Three-Way Options
Sold call / bought put / sold put
41.0 Mbbls/d
70.23 / 57.25 / 50.13
(78
21.9 Mbbls/d
94.23 / 60.27 / 50.00
(44
WTI Costless Collars
Sold call / bought put
1.0 Mbbls/d
68.97 / 57.30
Basis Contracts (1)
Oil and NGLs Fair Value Position
(135
Natural Gas Contracts
US$/Mcf
NYMEX Fixed Price
20 MMcf/d
4.07
Waha Fixed Price
50 MMcf/d
1.77
AECO Fixed Price
118 MMcf/d
2.30
161 MMcf/d
1.85
210 MMcf/d
NYMEX Three-Way Options
450 MMcf/d
5.92 / 3.33 / 2.58
225 MMcf/d
4.67 / 3.50 / 2.50
NYMEX Costless Collars
95 MMcf/d
5.27 / 3.75
15 MMcf/d
4.72 / 3.50
AECO Costless Collars
3 MMcf/d
2.18 / 1.72
8 MMcf/d
2.40 / 1.79
Basis Contracts (2)
39
2028 - 2031
Other Financial Positions
Physical Forward Contracts (3)
144
2028 - 2037
Natural Gas Fair Value Position
486
Total Fair Value Position
Earnings Impact of Realized and Unrealized Gains (Losses) on Risk Management Positions
Realized Gains (Losses) on Risk Management
(32
(110
Foreign Currency Derivatives:
Foreign exchange (1)
(98
Unrealized Gains (Losses) on Risk Management
Foreign exchange
Total Realized and Unrealized Gains (Losses) on Risk Management, net
Reconciliation of Unrealized Risk Management Positions from January 1 to September 30
TotalUnrealizedGain (Loss)
Fair Value of Contracts, Beginning of Year
Change in Fair Value of Contracts in Place at Beginning of Year
and Contracts Entered into During the Period
Fair Value of NuVista Contracts Acquired (See Note 9)
Settlement of NuVista Contracts from Business Combination
(89
Fair Value of Contracts Realized During the Period
Fair Value of Contracts, End of Period
Risk management assets and liabilities arise from the use of derivative financial instruments and are measured at fair value. See Note 19 for a discussion of fair value measurements.
Unrealized Risk Management Positions
Current
Long-term
472
Net Risk Management Assets (Liabilities)
C) Credit Risk
Credit risk arises from the potential that the Company may incur a loss if a counterparty to a financial instrument fails to meet its obligation in accordance with agreed terms. While exchange-traded contracts are subject to nominal credit risk due to the financial safeguards established by the exchanges and clearing agencies, over-the-counter traded contracts expose Ovintiv to counterparty credit risk. Counterparties to the Company’s derivative financial instruments consist primarily of major financial institutions and companies within the energy industry. This credit risk exposure is mitigated through the use of credit policies approved by the Board of Directors governing the Company’s credit portfolio including credit practices that limit transactions according to counterparties’ credit quality. Mitigation strategies may include master netting arrangements, requesting collateral, purchasing credit insurance and/or transacting credit derivatives. The Company executes commodity derivative financial instruments under master agreements that have netting provisions that provide for offsetting payables against receivables. Ovintiv actively evaluates the creditworthiness of its counterparties, assigns appropriate credit limits and monitors credit exposures against those assigned limits. As at September 30, 2026, Ovintiv’s maximum exposure of loss due to credit risk from derivative financial instrument assets on a gross and net fair value basis was $490 million and $472 million, respectively, as disclosed in Note 19. The Company had no significant credit derivatives in place and held no collateral at September 30, 2026.
Any cash equivalents include high-grade, short-term securities, placed primarily with financial institutions with investment grade ratings. Any foreign currency agreements entered into are with major financial institutions that have investment grade credit ratings.
A substantial portion of the Company’s accounts receivable are with customers and working interest owners in the oil and gas industry and are subject to normal industry credit risks. As at September 30, 2026, approximately 88 percent (94 percent as at December 31, 2025) of Ovintiv’s accounts receivable and financial derivative credit exposures were with investment grade counterparties.
21.
Supplementary Information
Supplemental disclosures to the Condensed Consolidated Statement of Cash Flows are presented below:
Accounts receivable and accrued revenues
(129
62
(82
134
(109
(144
(269
Income tax receivable and payable
49
Non-Cash Operating Activities
ROU operating lease assets and liabilities
(167
(292
Non-Cash Investing Activities
Property, plant and equipment accruals
51
60
Capitalized long-term incentives
Property additions/dispositions (swaps)
Non-Cash Financing Activities
Finance lease assets and liabilities
(118
Common shares issued in conjunction with the
NuVista Acquisition (See Note 9)
(1,277
22.
Commitments
The following table outlines the Company’s commitments as at September 30, 2026:
Expected Future Payments
Transportation and Processing
246
797
4,444
8,068
Drilling and Field Services
112
Building Leases & Other Commitments
321
1,092
959
802
4,457
8,366
Operating leases with terms greater than one year are not included in the commitments table above. The table above includes short-term leases with contract terms less than 12 months, such as well services and equipment, field office leases, as well as non-lease operating cost components associated with building leases.
Included within transportation and processing in the table above are certain commitments associated with midstream service agreements with VMLP as described in Note 16. Divestiture transactions can reduce certain commitments disclosed above.
Contingencies
Ovintiv is involved in various legal claims and actions arising in the normal course of the Company’s operations. Although the outcome of these claims cannot be predicted with certainty, the Company does not expect these matters to have a material adverse effect on Ovintiv’s financial position, cash flows or results of operations. Management’s assessment of these matters may change in the future as these matters are subject to a number of uncertainties. For any material matters that the Company believes an unfavorable outcome is reasonably possible, the Company discloses the nature and a range of potential exposures, if reasonably estimable. If an unfavorable outcome were to occur, there exists the possibility of a material impact on the Company’s consolidated net earnings or loss for the period in which the effect becomes reasonably estimable. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. Such accruals are based on the Company’s information known about the matters, estimates of the outcomes of such matters and experience in handling similar matters.
23.
Subsequent Event
Agreement to Acquire Logan Energy Corp.
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. 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 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.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The MD&A is intended to provide a narrative description of the Company’s business from management’s perspective, which includes an overview of Ovintiv’s condensed consolidated results for the three and nine months ended September 30, 2026, and period-over-period comparison. This MD&A should be read in conjunction with the unaudited interim Condensed Consolidated Financial Statements and accompanying notes for the period ended September 30, 2026 (“Consolidated Financial Statements”), which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited Consolidated Financial Statements and accompanying notes and MD&A for the year ended December 31, 2025, which are included in Items 8 and 7, respectively, of the 2025 Annual Report on Form 10‑K.
Common industry terms and abbreviations are used throughout this MD&A and are defined in the Definitions, Conversions and Conventions sections of this Quarterly Report on Form 10-Q. This MD&A includes the following sections:
Executive Overview
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
Financial Results
Three months ended September 30, 2026
Nine months ended September 30, 2026
Capital Investment
During the nine months ended September 30, 2026
Production
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.
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.
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 at www.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 at www.ovintiv.com.
Results of Operations
Selected Financial Information
Three months ended September 30,
Nine months ended September 30,
($ millions)
Product and Service Revenues
Upstream product revenues
2,211
1,722
6,718
5,439
Service revenues (1)
Total Product and Service Revenues
Sales of Purchased Product
Gains (Losses) on Risk Management, Net
Sublease Revenues
Total Operating Expenses (2)
Total Other (Income) Expenses (3)
Ovintiv’s revenues are substantially derived from sales of oil, NGLs and natural gas production. Increases or decreases in Ovintiv’s revenue, profitability and future production are highly dependent on the commodity prices the Company receives. Prices are market driven and fluctuate due to factors beyond the Company’s control, such as supply and demand, seasonality, and geopolitical and economic factors. The Company’s realized prices generally reflect WTI, NYMEX, Edmonton Condensate and AECO benchmark prices, as well as other downstream benchmarks, including Houston and Dawn. The Company proactively mitigates price risk and optimizes margins by entering into firm transportation contracts to diversify market access to different sales points. Realized prices, excluding the impact of risk management activities, may differ from the benchmarks for many reasons, including quality, location, or production being sold at different market hubs.
Benchmark prices relevant to the Company are shown in the table below.
Benchmark Prices
(average for the period)
WTI ($/bbl)
85.79
64.93
83.50
66.70
Houston ($/bbl)
86.39
65.61
85.01
67.74
Edmonton Condensate (C$/bbl)
115.57
86.87
115.37
91.89
NYMEX ($/MMBtu)
2.95
3.07
3.63
AECO (C$/Mcf)
1.54
1.00
1.70
Dawn (C$/MMBtu)
3.64
3.83
4.41
4.49
Production Volumes and Realized Prices
Production Volumes (1)
Realized Prices (2)
Oil (Mbbls/d, $/bbl)
120.0
137.0
86.57
66.23
127.9
142.9
86.03
67.59
1.2
0.6
82.41
64.35
0.4
78.21
65.37
121.2
137.6
86.53
66.22
128.6
143.3
85.99
67.58
NGLs - Plant Condensate (Mbbls/d, $/bbl)
7.2
11.7
74.31
49.67
8.5
11.1
67.67
52.69
75.3
62.5
83.27
62.81
74.4
55.2
83.26
64.19
82.5
74.2
82.48
60.73
82.9
66.3
81.66
62.26
NGLs - Other (Mbbls/d, $/bbl)
55.0
77.9
19.59
15.46
61.7
75.1
17.55
18.10
28.2
19.8
21.56
22.62
26.6
18.9
25.35
24.24
83.2
97.7
20.26
16.91
88.3
94.0
19.90
19.34
Total Oil & NGLs (Mbbls/d, $/bbl)
182.2
226.6
65.87
47.92
198.1
229.1
63.90
50.66
104.7
66.65
53.24
101.7
74.5
68.10
54.05
286.9
309.5
66.15
49.34
299.8
303.6
65.33
51.49
Natural Gas (MMcf/d, $/Mcf)
319
512
1.94
2.04
510
1.88
2.48
1,743
1,413
2.54
1,660
1,337
2.58
2.25
2,062
1,925
2.45
1.79
2,048
1,847
2.32
Total Production (MBOE/d, $/BOE)
235.4
311.9
53.63
38.17
262.9
314.2
50.94
40.99
395.2
318.5
28.85
21.39
378.3
297.3
29.65
23.66
630.6
630.4
38.10
29.69
641.2
611.5
38.38
32.57
Production Mix (%)
Oil & Plant Condensate
NGLs - Other
Total Oil & NGLs
47
53
Production Change
Period Over Period (%) (3)
Total Production
Upstream Product Revenues, Excluding Realized Gains (Losses) on Risk Management
NGLs - Plant Condensate
Natural Gas (1)
2025 Upstream Product Revenues
415
152
Increase (decrease) due to:
Sales prices
227
159
537
Production volumes
(100
(16
(48
2026 Upstream Product Revenues
627
155
1,127
497
643
421
(272
301
130
1,849
480
Oil Revenues
Three months ended September 30, 2026, versus September 30, 2025
Oil revenues were higher by $127 million compared to the third quarter of 2025 primarily due to:
Nine months ended September 30, 2026, versus September 30, 2025
Oil revenues were higher by $371 million compared to the first nine months of 2025 primarily due to:
NGL Revenues
NGL revenues were higher by $215 million compared to the third quarter of 2025 primarily due to:
NGL revenues were higher by $705 million compared to the first nine months of 2025 primarily due to:
Natural Gas Revenues
Natural gas revenues were higher by $147 million compared to the third quarter of 2025 primarily due to:
Natural gas revenues were higher by $203 million compared to the first nine months of 2025 primarily due to:
Revenues from the sale of purchased product relate to activities that provide operational flexibility and cost mitigation for transportation commitments, product type, delivery points and customer diversification within the USA and Canadian Operations segments.
Sales of purchased product revenues increased $54 million compared to the third quarter of 2025 primarily due to:
partially offset by:
Sales of purchased product revenues increased $125 million compared to the first nine months of 2025 primarily due to:
As a means of managing commodity price volatility, Ovintiv enters into commodity derivative financial instruments on a portion of its expected oil, NGLs and natural gas production volumes. Additional information on the Company’s commodity price positions as at September 30, 2026, can be found in Note 20 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The following tables provide the effects of the Company’s risk management activities on revenues.
Commodity Price
(70
115
93
Total Gains (Losses) on Risk Management, Net
(Per-unit)
Oil ($/bbl)
(6.26
0.29
(5.58
0.34
NGLs - Plant Condensate ($/bbl)
(1.17
(1.27
NGLs - Other ($/bbl)
0.31
0.12
Natural Gas ($/Mcf)
0.25
0.22
0.20
0.18
Total ($/BOE)
(0.54
0.79
(0.63
0.65
Ovintiv recognizes fair value changes from its risk management activities each reporting period. The changes in fair value result from new positions and settlements that occur during each period, as well as the relationship between contract prices and the associated forward curves. Realized gains or losses on risk management activities related to commodity price mitigation are included in the USA and Canadian Operations’ revenues as the contracts are cash settled. Unrealized gains or losses on fair value changes of unsettled contracts are included in the Corporate and Other segment.
Additional information on fair value changes can be found in Note 19 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Sublease revenues primarily include amounts related to the sublease of office space in The Bow office building recorded in the Corporate and Other segment. Additional information on office sublease income can be found in Note 11 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Production, Mineral and Other Taxes
Production, mineral and other taxes include production and property taxes. Production taxes are generally assessed as a percentage of oil, NGLs and natural gas production revenues. Property taxes are generally assessed based on the value of the underlying assets.
($/BOE)
2.49
2.29
2.73
2.52
0.16
0.23
0.19
1.03
1.24
1.25
1.39
Production, mineral and other taxes decreased $13 million compared to the third quarter of 2025 primarily due to:
Production, mineral and other taxes decreased $13 million compared to the first nine months of 2025 primarily due to:
Transportation and processing expense includes transportation costs incurred to move product from production points to sales points including gathering, compression, pipeline tariffs, trucking and storage costs. Ovintiv also incurs costs related to processing provided by third parties or through ownership interests in processing facilities.
Upstream
108
334
394
1,178
923
Upstream Transportation and Processing
471
440
1,460
1,257
Other (1)
3.55
3.74
3.93
3.89
10.84
11.35
11.40
11.37
8.12
7.59
8.34
7.53
Transportation and processing expense increased $29 million compared to the third quarter of 2025 primarily due to:
Transportation and processing expense increased $207 million compared to the first nine months of 2025 primarily due to:
Operating expense includes costs paid by the Company, net of amounts capitalized, on oil and natural gas properties in which Ovintiv has a working interest. These costs primarily include labor, service contract fees, chemicals, fuel, water hauling, electricity and workovers.
137
173
446
515
Upstream Operating Expense
200
608
635
6.37
6.07
6.21
6.02
1.69
1.56
1.47
3.43
3.71
3.47
3.81
Operating expense decreased $19 million compared to the third quarter of 2025 primarily due to:
Operating expense decreased $33 million compared to the first nine months of 2025 primarily due to:
Purchased Product
Purchased product expense includes purchases of oil, NGLs and natural gas from third parties that are used to provide operational flexibility and cost mitigation for transportation commitments, product type, delivery points and customer diversification within the USA and Canadian Operations segments.
Purchased product expense increased $55 million compared to the third quarter of 2025 primarily due to:
Purchased product expense increased $120 million compared to the first nine months of 2025 primarily due to:
Depreciation, Depletion & Amortization
Proved properties within each country cost center are depleted using the unit-of-production method based on proved reserves as discussed in Note 1 to the Consolidated Financial Statements included in Item 8 of the 2025 Annual Report on Form 10-K. Depletion rates are impacted by impairments, acquisitions, divestitures and foreign exchange rates, as well as fluctuations in 12-month average trailing prices which affect proved reserves volumes. Corporate assets are carried at cost and depreciated on a straight-line basis over the estimated service lives of the assets.
Additional information can be found under Upstream Assets and Reserve Estimates in the Critical Accounting Estimates section of the MD&A included in Item 7 of the 2025 Annual Report on Form 10-K.
Upstream DD&A
540
1,616
13.22
12.57
12.60
12.88
7.14
6.13
6.89
6.45
9.41
9.31
9.23
9.76
DD&A increased $5 million compared to the third quarter of 2025 primarily due to:
The upstream depletion rate in the USA Operations increased $0.65 per BOE primarily due to lower reserve volumes from the sale of the Anadarko assets in the second quarter of 2026, partially offset by a decrease in the depletable base resulting from the ceiling test impairment recognized in the first quarter of 2026. The upstream depletion rate in the Canadian Operations increased $1.01 per BOE primarily due to a higher depletable base resulting from the NuVista Acquisition in the first quarter of 2026, partially offset by the ceiling test impairments recognized in the first quarter of 2026 and the third quarter of 2025.
DD&A decreased $16 million compared to the first nine months of 2025 primarily due to:
The upstream depletion rate in the USA Operations decreased $0.28 per BOE primarily due to a lower depletable base resulting from the ceiling test impairment recognized in the first quarter of 2026, partially offset by the lower reserve volumes resulting from the sale of the Anadarko assets in the second quarter of 2026. The upstream depletion rate in the Canadian Operations increased $0.44 per BOE primarily due to a higher depletable base resulting from the NuVista Acquisition in the first quarter of 2026, partially offset by the ceiling test impairments recognized in the first quarter of 2026 and the third quarter of 2025.
Ceiling Test Impairment
Under full cost accounting, the carrying amount of Ovintiv’s oil and natural gas properties within each country cost center is subject to a ceiling test performed quarterly. Ceiling test impairments are recognized when the capitalized costs, net of accumulated depletion and the related deferred income taxes, exceed the sum of the estimated after-tax future net cash flows from proved reserves as calculated under SEC requirements using the 12-month average trailing prices and 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.
In the third quarter of 2026, the Company did not recognize ceiling test impairments in the USA and Canadian Operations. In the first nine months of 2026, the Company recognized before-tax non-cash ceiling test impairments of $1,485 million, comprising $1,111 million in the USA Operations and $374 million in the Canadian Operations. The non-cash ceiling test impairments recognized in the first quarter of 2026 primarily resulted from declines in the 12-month average trailing prices which reduced proved reserves in the USA Operations, and the 12-month average trailing prices used in the ceiling test at March 31, 2026, which were lower than the market prices used for the NuVista Acquisition on February 3, 2026, in the Canadian Operations.
The 12-month average trailing prices used in the ceiling test calculations were based on the benchmark prices below. The benchmark prices were adjusted for basis differentials to determine local reference prices, transportation costs and tariffs, heat content and quality.
WTI($/bbl)
EdmontonCondensate(C$/bbl)
Henry Hub($/MMBtu)
AECO(C$/MMBtu)
March 31, 2026
63.31
86.26
3.72
1.80
The Company believes that the discounted after-tax future net cash flows from proved reserves required to be used in the ceiling test calculation are not indicative of the fair market value of Ovintiv’s oil and natural gas properties or the future net cash flows expected to be generated from such properties. The discounted after-tax future net cash flows do not consider the fair market value of unamortized unproved properties, or probable or possible liquids and natural gas reserves. In addition, there is no consideration given to the effect of future changes in commodity prices. Ovintiv manages its business using estimates of reserves and resources based on forecast prices and costs. Additional information on the ceiling test calculation can be found in Note 10 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.
Administrative expense represents costs associated with corporate functions provided by Ovintiv staff. These expenses primarily include salaries and benefits, operating leases, office, information technology, transaction, restructuring and long-term incentive costs.
Administrative, excluding Long-Term Incentive Costs,
Restructuring Costs, and Transaction and Legal Costs (1)
206
Long-term incentive costs
Restructuring costs
Transaction and legal costs
Total Administrative
1.17
1.28
1.23
0.17
0.02
0.27
0.07
0.01
1.62
1.34
1.90
1.48
Administrative expense increased $16 million compared to the third quarter of 2025 primarily due to:
Administrative expense increased $85 million compared to the first nine months of 2025 primarily due to:
In 2024, Ovintiv initiated a plan to reduce its workforce by approximately 10 percent as part of a corporate reorganization. In 2026, the Company completed further workforce reductions as part of a company-wide reorganization to better align staffing levels and organizational structure with the Company’s transformed portfolio following the sale of the Anadarko assets. Additional information on the NuVista Acquisition, restructuring charges and long-term incentive costs can be found in Notes 9, 17 and 18, respectively, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.
(Gain) Loss on Divestitures, Net
Other (Gains) Losses, Net
Interest expense primarily includes interest on Ovintiv’s short-term and long-term debt. Additional information on changes in interest and long-term debt can be found in Notes 5 and 12, respectively, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Interest expense decreased $16 million compared to the third quarter of 2025 primarily due to:
Interest expense decreased $4 million compared to the first nine months of 2025 primarily due to:
Foreign exchange gains and losses primarily result from the impact of fluctuations in the Canadian to U.S. dollar exchange rate. Additional information on changes in foreign exchange gains or losses can be found in Note 6 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Additional information on foreign exchange rates and the effects of foreign exchange rate changes can be found in Part I, Item 3 of this Quarterly Report on Form 10-Q.
Net foreign exchange loss of $4 million compared to a gain of $7 million during the third quarter of 2025 primarily due to:
Net foreign exchange losses were in line with the first nine months of 2025 primarily due to:
In the second quarter of 2026, the Company recognized a before-tax loss on the sale of its Anadarko assets of $337 million, as discussed in the Significant Developments section of this MD&A.
Amounts received from the Company’s divestiture transactions are deducted from the respective U.S. and Canadian full cost pools, except for divestitures that result in a significant alteration between capitalized costs and proved reserves in a country cost center, in which case a gain or loss is recognized. Additional information on the loss on divestiture can be found in Note 8 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Other (gains) losses, net, primarily includes other non-recurring revenues or expenses and may also include items such as interest income and adjustments related to other assets.
In the first quarter of 2026, the Company recognized a gain of approximately $25 million resulting from the fair value remeasurement of the previously acquired 18.5 million NuVista common shares in conjunction with the closing of the NuVista Acquisition as discussed in the Significant Developments section of this MD&A.
Other gains in the third quarter and first nine months of 2026 also include interest income of $4 million and $11 million, respectively (2025 - $2 million and $10 million, respectively).
56
Income Tax
During the first nine months of 2026, the current income tax expense of $120 million was higher than 2025 primarily due to changes in earnings, partially offset by Canadian legislation enacted during the first quarter of 2026 related to accelerated capital cost recovery, and favorable changes in the calculation of Corporate Alternative Minimum Tax in the U.S.
During the first nine months of 2026, the deferred income tax expense of $21 million was higher than 2025 primarily due to changes in jurisdictional earnings, partially offset by the impact of the non-cash ceiling test impairment recognized in the U.S. in the first quarter of 2026.
The determination of income and other tax liabilities of the Company and its subsidiaries requires interpretation of complex domestic and foreign tax laws and regulations that are subject to change. The Company’s interpretation of tax laws may differ from the interpretation of the tax authorities. As a result, there are tax matters under review for which the timing of resolution is uncertain. The Company believes that the provision for income taxes is adequate.
Additional information on income taxes can be found in Note 7 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Liquidity and Capital Resources
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, $133 million in cash and cash equivalents was held by Canadian subsidiaries. The cash held by Canadian subsidiaries is accessible and may be subject to additional U.S. income taxes and Canadian withholding taxes if repatriated.
The Company’s capital structure consists of total shareholders’ equity plus long-term debt, including any current portion. The Company’s objectives when managing its capital structure are to maintain financial flexibility to preserve Ovintiv’s access to capital markets and its ability to meet financial obligations and finance internally generated growth, as well as potential acquisitions. Ovintiv has a practice of maintaining capital discipline and strategically managing its capital structure by adjusting capital spending, adjusting dividends paid to shareholders, issuing new shares of common stock, purchasing shares of common stock for cancellation or return to treasury, issuing new debt and repaying or repurchasing existing debt.
As at September 30,
($ millions, except as indicated)
Cash and Cash Equivalents
Available Credit Facilities
3,500
Available Uncommitted Demand Lines (1)
122
Issuance of U.S. Commercial Paper
(360
Total Liquidity
3,817
3,287
Long-Term Debt, including current portion
5,212
Debt to Capitalization (%) (2)
Debt to Adjusted Capitalization (%) (2)
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.
Activity Type
Sources of Cash and Cash Equivalents
Cash from operating activities
Investing
Net issuance of revolving debt
Financing
1,080
872
7,792
5,116
Uses of Cash and Cash Equivalents
1,192
Net repayment of revolving debt
580
Repayment of long-term debt (1)
1,291
386
160
815
307
1,600
7,647
5,124
Foreign Exchange Gain (Loss) on Cash, Cash Equivalents and Restricted Cash Held in Foreign Currency
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:
Net cash from operating activities increased $1,060 million compared to the first nine months of 2025 primarily due to:
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.
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 $5,202 million. As at September 30, 2026, the Company has no fixed rate long-term debt due until 2030 and beyond.
In support of the Company’s commitment to enhancing shareholder value, Ovintiv utilizes its shareholder return framework to provide competitive returns to shareholders. As discussed in the Significant Developments section of this MD&A, the Company updated its shareholder return framework, which commits to returning between 50 percent and 100 percent of annual Non-GAAP Cash Flow in excess of capital expenditures through base dividends and share buybacks.
For additional information on long-term debt, refer to Note 12 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Further details on the Company’s debt-based metrics can be found in the Non-GAAP Measures section of this MD&A.
The Company pays quarterly dividends to common shareholders at the discretion of the Board of Directors.
Dividend Payments
Dividend Payments ($/share)
0.30
0.90
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.
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.
61
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.
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.
Non-GAAP Measures
Certain measures in this document do not have any standardized meaning as prescribed by U.S. GAAP and, therefore, are considered non-GAAP measures. These measures may not be comparable to similar measures presented by other issuers and should not be viewed as a substitute for measures reported under U.S. GAAP. These measures are commonly used in the oil and gas industry and by Ovintiv to provide shareholders and potential investors with additional information regarding the Company’s liquidity and its ability to generate funds to finance its operations. Non-GAAP measures include: Non-GAAP Cash Flow, Debt to Adjusted Capitalization, Debt to EBITDA and Debt to Adjusted EBITDA. Management’s use of these measures is discussed further below.
Cash from Operating Activities and Non-GAAP Cash Flow
Non-GAAP Cash Flow is a non-GAAP measure defined as cash from (used in) operating activities excluding net change in other assets and liabilities, and net change in non-cash working capital.
Management believes this measure is useful to the Company and its investors as a measure of operating and financial performance across periods and against other companies in the industry, and is an indication of the Company’s ability to generate cash to finance capital investment programs, to service debt and to meet other financial obligations. This measure is used, along with other measures, in the calculation of certain performance targets for the Company’s management and employees.
(Add back) deduct:
Non-GAAP Cash Flow
1,243
895
3,738
2,812
Debt to Capitalization and Debt to Adjusted Capitalization
Debt to Adjusted Capitalization is a non-GAAP measure which adjusts capitalization for historical ceiling test impairments that were recorded as at December 31, 2011. Management monitors Debt to Adjusted Capitalization as a proxy for the Company’s financial covenant under the Credit Facilities which require Debt to Adjusted Capitalization to be less than 60 percent. Adjusted Capitalization includes debt, total shareholders’ equity and an equity adjustment for cumulative historical ceiling test impairments recorded as at December 31, 2011, in conjunction with the Company’s January 1, 2012, adoption of U.S. GAAP.
Debt (Long-Term Debt, including Current Portion)
Capitalization
15,191
16,397
Debt to Capitalization
24%
32%
Equity Adjustment for Impairments at December 31, 2011
7,746
Adjusted Capitalization
22,937
24,143
Debt to Adjusted Capitalization
16%
22%
Debt to EBITDA and Debt to Adjusted EBITDA
Debt to EBITDA and Debt to Adjusted EBITDA are non-GAAP measures. EBITDA is defined as trailing 12-month net earnings (loss) before income taxes, depreciation, depletion and amortization, and interest. Adjusted EBITDA is EBITDA adjusted for impairments, accretion of asset retirement obligation, unrealized gains/losses on risk management, foreign exchange gains/losses, gains/losses on divestitures and other gains/losses.
Management believes these measures are useful to the Company and its investors as a measure of financial leverage and the Company’s ability to service its debt and other financial obligations. These measures are used, along with other measures, in the calculation of certain financial performance targets for the Company’s management and employees.
1,321
1,242
Add back (deduct):
2,163
2,179
372
376
(433
(472
EBITDA
3,423
3,325
Debt to EBITDA (times)
1.0
1.6
1,534
920
Unrealized (gains) losses on risk management
(214
(75
(46
Adjusted EBITDA
5,064
4,252
Debt to Adjusted EBITDA (times)
64
Item 3: Quantitative and Qualitative Disclosures About Market Risk
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about Ovintiv’s potential exposure to market risks. The term “market risk” refers to the Company’s risk of loss arising from adverse changes in oil, NGL and natural gas prices, foreign currency exchange rates and interest rates. The following disclosures are not meant to be precise indicators of expected future losses but rather indicators of reasonably possible losses. The forward-looking information provides indicators of how the Company views and manages ongoing market risk exposures.
COMMODITY PRICE RISK
Commodity price risk arises from the effect that fluctuations in future commodity prices, including oil, NGLs and natural gas, may have on future revenues, expenses and cash flows. Realized pricing is primarily driven by the prevailing worldwide price for oil, and spot market prices applicable to the Company’s natural gas production. Pricing for oil, NGLs and natural gas production is volatile and unpredictable as discussed in Part I, Item 2 of this Quarterly Report on Form 10‑Q in the Executive Overview section in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in Item 1A. “Risk Factors” of the 2025 Annual Report on Form 10‑K. To partially mitigate exposure to commodity price risk, the Company may enter into various derivative financial instruments including futures, forwards, swaps, options and costless collars. The use of these derivative instruments is governed under formal policies and is subject to limits established by the Board of Directors and may vary from time to time. Both exchange traded and over-the-counter traded derivative instruments may be subject to margin-deposit requirements, and the Company may be required from time to time to deposit cash or provide letters of credit with exchange brokers or counterparties to satisfy these margin requirements. For additional information relating to the Company’s derivative and financial instruments, see Notes 19 and 20 to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10‑Q.
The table below summarizes the sensitivity of the fair value of the Company’s risk management positions to fluctuations in commodity prices, with all other variables held constant. The Company has used a 10 percent variability to assess the potential impact of commodity price changes. Fluctuations in commodity prices could have resulted in unrealized gains (losses) impacting pre-tax net earnings as follows:
10% PriceIncrease
10% PriceDecrease
Oil Price
(66
NGLs - Plant Condensate Price
Natural Gas Price
(79
FOREIGN EXCHANGE RISK
Foreign exchange risk arises from changes in foreign exchange rates that may affect the fair value or future cash flows from the Company’s financial assets or liabilities. As Ovintiv operates primarily in the United States and Canada, fluctuations in the exchange rate between the U.S. and Canadian dollars can have a significant effect on the Company’s reported results.
The table below summarizes selected foreign exchange impacts on Ovintiv’s financial results when compared to the same periods in 2025.
Three Months EndedSeptember 30,
Nine Months EndedSeptember 30,
$ millions
$/BOE
Increase (Decrease) in:
Capital investment (1)
Transportation and processing expense (1)
(0.09
0.05
Operating expense (1)
(0.01
Administrative expense
Depreciation, depletion and amortization (1)
(0.05
0.03
Foreign exchange gains and losses also arise when monetary assets and monetary liabilities denominated in foreign currencies are translated and settled, and primarily include:
To partially mitigate the effect of foreign exchange fluctuations on future commodity revenues and expenses, the Company may enter into foreign currency derivative contracts from time to time. As at September 30, 2026, the Company does not have any currency swaps.
As at September 30, 2026, Ovintiv did not have any U.S. dollar denominated financing debt issued from Canada that was subject to foreign exchange exposure.
The table below summarizes the sensitivity to foreign exchange rate fluctuations, with all other variables held constant. The Company has used a 10 percent variability to assess the potential impact from Canadian to U.S. foreign currency exchange rate changes. Fluctuations in foreign currency exchange rates could have resulted in unrealized gains (losses) impacting pre-tax net earnings as follows:
10% RateIncrease
10% RateDecrease
Foreign Currency Exchange
INTEREST RATE RISK
Interest rate risk arises from changes in market interest rates that may affect the fair value or future cash flows from the Company’s financial assets or liabilities. The Company may partially mitigate its exposure to interest rate changes by holding a mix of both fixed and floating rate debt and may also enter into interest rate derivatives to partially mitigate effects of fluctuations in market interest rates.
As at September 30, 2026, Ovintiv did not have any floating rate revolving credit and term loan borrowings outstanding. Accordingly, on a before-tax basis, the sensitivity for each one percent change in interest rates on floating rate revolving credit and term loan borrowings was nil.
Item 4: Controls and Procedures
DISCLOSURE CONTROLS AND PROCEDURES
Ovintiv’s Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2026.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
For the third quarter ended September 30, 2026, management’s assessment of, and conclusion on, the effectiveness of internal controls over financial reporting did not include the internal controls related to the NuVista Energy Ltd. acquisition that closed on February 3, 2026. Upon closing, NuVista Energy Ltd.’s total assets acquired represented 17 percent of the Company’s consolidated total assets as of March 31, 2026. The assets acquired generated revenues of $730 million for the period from February 3, 2026, to September 30, 2026, which represented nine percent of the Company’s consolidated total revenues for the nine months ended September 30, 2026. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal controls over financial reporting for a period of up to one year following an acquisition while integration occurs. The Company is in the process of assessing the internal controls over financial reporting of NuVista Energy Ltd. Except as noted above, there were no changes in the Company’s internal controls over financial reporting during the third quarter of 2026 that have materially affected, or are reasonably likely to affect, the Company’s internal controls over financial reporting.
Item 1. Legal Proceedings
Please refer to Item 3 of the 2025 Annual Report on Form 10‑K and Note 22 to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10‑Q.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes to the risk factors previously disclosed in Item 1A., “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025.
Completion of the Logan Acquisition is subject to conditions that may not be satisfied or completed on a timely basis or at all, and, if completed, we may be unable to achieve the anticipated benefits of the Logan Acquisition.
Our obligations and the obligations of Logan to consummate the Logan Acquisition are subject to the satisfaction (or waiver by all parties, to the extent permissible under applicable laws) of a number of conditions described in the arrangement agreement (the “Arrangement Agreement”). These include, among other things, the approval of the arrangement (the “Arrangement”) by the Logan shareholders, the approval of the Arrangement by the Court of King’s Bench of Alberta and the receipt of approval under the Competition Act (Canada). Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all. If any of these conditions are not satisfied or waived prior to the Outside Date (as such term is defined in the Arrangement Agreement), it is possible that the Arrangement Agreement may be terminated. If the Logan Acquisition is not completed, we will be required to pay our costs relating to the Logan Acquisition, such as legal, accounting and financial advisory expenses, and we will have committed management time and resources to the transaction, in each case without realizing any of the benefits of having completed the Logan Acquisition. In addition, the market price of Ovintiv’s common stock could decline to the extent that the current market price reflects a market assumption that the Logan Acquisition will be completed.
If the Logan Acquisition is completed, our ability to achieve its anticipated benefits will depend in part upon whether we can integrate the assets and their operations into our existing business in an efficient and effective manner. Our assessment of the assets, including recoverable reserves, future commodity prices, development and operating costs and potential environmental and other liabilities, is inherently uncertain. Our review of the assets may not reveal all existing or potential problems. The integration process may be subject to delays or changed circumstances. We can give no assurance that the assets will perform in accordance with our expectations, or that there will not be unknown liabilities and unforeseen expenses associated with the Logan Acquisition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchase of Equity Securities
On September 29, 2025, Ovintiv announced it had received regulatory approval to purchase, for cancellation or return to treasury, up to approximately 22.3 million shares of common stock pursuant to a NCIB over a 12-month period from October 3, 2025, and ending October 2, 2026. The number of shares of common stock authorized for purchase represents 10 percent of Ovintiv’s public float as at September 26, 2025.
On October 1, 2026, Ovintiv announced it had received regulatory approval to purchase, for cancellation or return to treasury, up to approximately 27.0 million shares of common stock pursuant to a NCIB over a 12-month period from October 5, 2026, and ending October 4, 2027. The number of shares of common stock authorized for purchase represents 10 percent of Ovintiv’s public float as at September 21, 2026.
During the three months ended September 30, 2026, the Company purchased 6,332,551 shares of common stock for approximately $386 million, at a weighted average price of $60.90. The following table presents the common shares purchased during the three months ended September 30, 2026.
Period
Total Number ofShares Purchased (1)
AveragePrice Paidper Share (2)
Total Number of SharesPurchased as Part of PubliclyAnnounced Plans or Programs
Maximum Number of SharesThat May Yet be PurchasedUnder the Plans or Programs
July 1 to July 31, 2026
2,255,144
57.71
12,439,537
August 1 to August 31, 2026
2,417,863
62.61
10,021,674
September 1 to September 30, 2026
1,659,544
62.76
8,362,130
6,332,551
60.90
In the second quarter of 2025, Ovintiv renewed its exemption order (the “NCIB Exemption”) from the Alberta Securities Commission and the Ontario Securities Commission, which permits Ovintiv to make repurchases (the “Proposed Bids”), under its current and any future normal course issuer bids, through the facilities of the NYSE and other U.S.-based trading systems (collectively, “U.S. Markets”), in excess of the maximum allowable purchases under applicable Canadian securities laws. The Company’s initial NCIB Exemption was granted in the first quarter of 2022. The NCIB Exemption applies to any Proposed Bid commenced within 36 months of the date of the exemption order and is subject to several other conditions, including that Ovintiv remain a U.S. and SEC foreign issuer under applicable Canadian securities laws. The purchases of common stock under a Proposed Bid must also be made in compliance with other applicable Canadian securities laws and applicable U.S. rules. Additionally, the NCIB Exemption imposes restrictions on the number of shares of common stock that may be acquired under the exemption, including that: (a) Ovintiv may not acquire common stock in reliance upon the exemption under subsection 4.8(3) of Canadian National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104”) from the requirements applicable to issuer bids (the “Other Published Markets Exemption”) if the aggregate number of shares of common stock purchased by Ovintiv, and any person or company acting jointly or in concert with Ovintiv, in reliance on the NCIB Exemption and the Other Published Markets Exemption within any period of 12 months exceeds 5 percent of the outstanding common stock on the first day of such 12-month period; and (b) the aggregate number of shares of common stock purchased pursuant to (i) a Proposed Bid in reliance on the NCIB Exemption; (ii) exempt issuer bid purchases made in the normal course through the facilities of the TSX; and (iii) the Other Published Markets Exemption does not exceed, over the 12-month period of its current NCIB, 10 percent of Ovintiv’s public float. As a result, the NCIB Exemption effectively allows Ovintiv to purchase up to 10 percent of its public float on U.S. Markets under its NCIB. Without the NCIB Exemption this amount would be limited to 5 percent of Ovintiv’s outstanding common stock within a 12-month period under applicable Canadian securities law.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
Exhibit No
Description
2.1*
Arrangement Agreement, dated as of October 26, 2026, by and among Ovintiv Inc., Ovintiv Canada ULC, Logan Energy Corp. and Logan Oil Corp. (incorporated by reference to Exhibit 2.1 to Ovintiv’s Current Report on Form 8-K filed on October 26, 2026, SEC File No. 001-39191).
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, has been formatted in Inline XBRL.
* Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Ovintiv Inc. hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC.
** The certifications on Exhibits 32.1 and 32.2 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certifications will not be deemed incorporated by reference to any filings under the Securities Act or the Exchange Act.
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, thereunto duly authorized.
By:
/s/ Corey D. Code
Name:
Corey D. Code
Title:
Executive Vice-President &
Chief Financial Officer
Dated: November 3, 2026