OVV 10-K & 10-Q changes, risk factors and insider trading

Our business and operations, and our industry in general, are subject to a variety of risks. If any event arising from the risk factors set forth below occurs, our business, financial condition, results of operations, liquidity, the trading prices of our securities and in some cases our reputation could be materially and adversely affected. When assessing the materiality of the foregoing risk factors, we consider several qualitative and quantitative factors, including, but not limited to, financial, operational, environmental, regulatory, reputational and safety aspects of the identified risk factor. The risks described below may not be the only risks we face, as our business, operations and industry may also be subject to risks that we do not yet know of, or that we currently believe are immaterial. The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.

We are subject to risks and uncertainties associated with increasedevolving environmental regulations in all jurisdictions in which we operate.

We are subject to risks and uncertainties arising outfrom ofchanging weather conditions as well as government, investor and consumer action in response to concerns over climate change and the transition to a lower-carbon economy that could reduce demand for the oil, NGLs and natural gas we produce; increase our operating costs; and limit the areas in which we may explore for, develop, and produce oil, NGLs and natural gas.

EnhancedIncreased scrutiny onof sustainability matters could have an adverse effect on our operations.

We could be adversely affected by security threats, including cyber-securitycybersecurity threats and related disruptions.

production levels of members of OPEC,OPEC+, Russia, the United States or other hydrocarbon producing nations;

adverse weather conditions, natural disasters and other catastrophic events, such as tornadoes, flooding, severe heat or cold, wildfires, earthquakes and hurricanes;

Prices for oil, NGLs and natural gas are particularly sensitive to actual and perceived threats to geopolitical stability and to changes in production from OPEC+ and non-OPEC+ member states. For example, the ongoing conflict between Russia and Ukraine, and the continuation of, or any increase in the severity of, this conflictconflict, the U.S.’s involvement in Venezuela, or conflict in the Gaza region, has led and may continue to lead to an increase in the volatility of global oil and gas prices. Additionally, political developments, including trade disputes and policy changes, U.S. sanctions, tariffs or other trade restrictions continue to elevate global economic uncertainty and could lead to commodity price volatility.

global and regional supply and demand for oil, NGLs and natural gas;

technology failures or cyber attackscyberattacks; and accidents.

environmental hazards, such as the uncontrollableuncontrolled release or spill of oil, natural gas, toxic gases (such as hydrogen sulfide), produced water (brine), drilling or completion fluids, or other pollutants into the environment, including the surface, subsurface, air and groundwater;

adverse weather conditions, such as severe heat or cold, wildfire, flooding, tornadostornadoes and other natural disasters;

acts of vandalism and terrorism, including attacks targeting oil, NGLs and natural gas facilities and infrastructure; and cyber attackscyberattacks targeting oil and gas infrastructure.

Historically, acquisitions of oil and natural gas properties, including through acreage trades, farm-ins and asset- or corporate-level acquisitions, have contributed to our growth. This includes our recent announcement of the acquisition of MontneyNuVista assets in Alberta from Paramount ResourcesEnergy Ltd. Acquisition opportunities in the oil and natural gas industry are inherently competitive, which can increase the cost of, or cause us to refrain from, completing acquisitions. The success of any acquisition will depend on several factors and involves potential risks and uncertainties, including, among other things:

We may identify certain assets for disposition, the proceeds of which could reduce the amount of our existing indebtedness and/or increase the amount of capital available for other business purposes, including shareholder returns and acquisitions. This includes our recent announcement to divest our Anadarko assets. Various factors could materially affect our ability to dispose of the identified assets or complete any announced transactions, including commodity price volatility; the availability of counterparties willing to acquire oil and natural gas assets at prices and on terms acceptable to us; approval by our Board of Directors; associated asset retirement obligations; due diligence; general market conditions; the assignability of any associated contract, joint venture, partnership or other arrangements; and required stock exchange, governmental or third-party approvals. These factors may also reduce the value of our assets or the proceeds of any asset disposition.

Indigenous peoples have claimed indigenous treaty, title and other rights in respect of areas within the United States and Canada. The legal basis of an indigenous land claim, such as the BRFN case in 2021, is a matter of considerable legal complexity and we cannot predict the impact of such a claim, or the possible effects of a settlement of such claim, with any degree of certainty. In addition, no assurance can be given that any recognition of indigenous rights or claims whether by way of a negotiated settlement or by judicial pronouncement (or through the grant of an injunction prohibiting exploration, development or production activities pending resolution of any such claim) would not delay or even prevent our exploration, development and production activities. If a material claim were to arise and be successful, such claim could have a material and adverse effect on our business, financial condition and results of operations. In addition, the process of addressing such claim, regardless of the outcome, could be expensive and time consuming and could result in delays which could have a material and adverse effect on our business, financial condition and results of operations. For more information on the BRFN case refer to “Regulatory Matters” underin Items 1 and 2 of this Annual Report on Form 10-K.

We are subject to risks and uncertainties associated with increasedevolving environmental regulations in all jurisdictions in which we operate.

In June 2024, the Government of Canada passed amendments to the Competition Act which outlined new provisions aimed at preventing greenwashing. These provisions require that companies be able to substantiate environmental claims made to promote a product or business interest. TheIn CompetitionNovember Bureau2025, releasedthe draftGovernment guidelinesof Canada published a proposal to remove the requirement that environmental benefit claims be substantiated in Decemberaccordance 2024with an “internationally recognized methodology”; however, claims must still be based on adequate and proper substantiation. The proposal is expected to providebe clarityfinalized onin compliance, and they are open for comment until the end of February 2025. This may increase Ovintiv’s exposure to claims of greenwashing by third party organizations.2026.

In British Columbia, the government released a series of GHG reduction intention papers that target methane emissions, carbon pricing mechanisms, permitting of new infrastructure and mechanisms to cap future emissions. These proposed mechanisms include: an oil and gas sector emissions cap to achieve a 33-38 percent reduction in emissions below 2007 levels by 2030; the requirement for all new, large industrial facilities to achieve net-zero emissions by 2050 (2030 for LNG projects) showing how they align with interim 2030 and 2040; and, a new Output Based Pricing System for large industrial emitters to ensure equivalency with the federal carbon pricing regime. ImplementationHowever, willin likelyNovember take2025, effectCleanBC onissued Aprila 1,report 2024.which Whileincluded Ovintiv’sa proactive approachrecommendation to electrificationabandon the oil and gas emission cap in our Montney operations will shelter its exposure to the Output-Basedprovince Pricingof System,British there is the potential for additional burden associated with the other proposed policy items.Columbia.

The U.S. and Canadian federal governments,government, along with several provincial and state governments, have also announced intentions to adhere to certain international protocols regarding GHG emissions and regulate GHGs and certain air pollutants. In addition to federal action, many state and provincial officials have stated their intent to intensify efforts to regulate GHG emissions, including methane, from the oil and natural gas industry. These governments are currently developing and/or implementing regulatory and policy frameworks to deliver on their announcements. For example, in Canada, the Government of Canada (a) has committed to cutting Canada’s net GHG emissions by 40-45 percent below 2005 levels by 2030 in accordance with its pledge under the Paris Agreement; (b) is gradually raising the federal carbon tax to C$170/tonne CO2eCO2e, but likely to be revised to a maximum of $130/tonne, by 2030; and (c) has announced its intention to impose a hard cap on GHG emissions from the oil and natural gas industry, seek to reduce methane emissions from the oil and natural gas industry by 75 percent below 2012 levels by 2030 and ensure GHG emission reductions are on a pace and scale sufficient to reach net-zero by 2050. In November 2021, the Unites States, Canada,Canada and other countries entered into the Glasgow Climate Pact, which includes a range of measures designed to address climate change, including but not limited to the phase-out of fossil fuel subsidies, reducing methane emissions 30 percent by 2030, and cooperating toward the advancement of the development of clean energy. Similar regulatory and policy framework efforts were committed to at the 2023 UN Climate Change Conference (COP28) in late 2023. We actively participate in certain provincial industrial emission programs offered by both Alberta and British Columbia that allow for the generation of offsets and other rebates to incentivize emission reduction projects and mitigate carbon tax costs. We expect to continue to be able to utilize these provincial programs in the future to migrate our carbon tax costs.

Market Risks - Shifts in supply and demand for certain commodities, including oil and gas (as well as products dependent on oil and gas) due to concerns over climate change could affect markets. Lower demand for oil and gas production or products that use oil and gas as fuel or increased demand for lower-emission products and services could result in lower prices and lower revenues. Market risk may also take the form of limited access to capital as some in the investment community (including, among others, shareholders, bondholders, institutional lenders, investment advisors, pension and sovereign wealth funds and endowments) have also become increasingincreasingly concerned with the causes of climate change and the role oil and natural gas companies play in any of its purported effects. This has led some in the investment community to shift all or part of their investment or funding allocations away from the oil and natural gas industry and others to modify the terms upon which funding is made available to the oil and natural gas industry. In other instances, it has led shareholders to initiate lawsuits against the directors and management of oil and natural gas companies and/or bring shareholder proposals demanding that oil and natural gas companies increase climate disclosure; change business practices or operations; or appoint new board representation.

Reputation Risk - Public attention to issues concerning the existence and extent of climate change, and the role of human activity in it, continues to increase, with the oil and natural gas industry receiving heightened scrutiny regarding GHG emissions.shift. These changing perceptions could lower demand for our oil and gas production, resulting in lower prices and lower revenues as consumers avoid carbon-intensive industries and could also pressure banks and investment managers to shift investments and reduce lending as described above.

Physical Risk - AdverseAbnormal weather conditions such as severe heat or cold, flooding, tornados and other natural disasters could affect our operations. If any such effects were to occur, theyevents could adversely affect or delay demand for the oil or natural gas produced or cause us to incur significant costs in preparing for or responding to the effects of climatic events themselves. Potential adverse effects could include disruption of our and our customers’ operations, including, for example, damages to our facilities from winds or floods, increases in our costs of operation, or reductions in the efficiency of our operations, impacts on our personnel, supply chain, or distribution chain, as well as potentially increased costs for insurance coverages in the aftermath of such effects. Any of these events could have an adverse effect on our assets and operations.

EnhancedIncreased scrutiny onof sustainability matters could have an adverse effect on our operations.

As of December 31, 2024,2025, we had outstanding long-term unsecured senior notes of $5,476$4,876 million, $351 million andin outstanding commercial paper, we have no outstanding balance under our revolving credit facilities remainand unused.our term loan was undrawn. The terms of our various financing arrangements, including but not limited to the indentures relating to our outstanding senior notes and the credit agreements relating to our revolving credit facilities, and our term loan, impose restrictions on our ability to take a number of actions that we may otherwise desire to take, including incurring additional debt (including guarantees of indebtedness) and selling or creating liens on certain assets.

All of our operations are subject to extensive federal, state, provincial, local and other laws, rulesrules, regulations and regulations,executive orders, including with respect to drilling operations; completion operations, including the use of hydraulic fracturing; the production of oil, NGLs and natural gas; the disposal of produced water and other hazardous waste; the gathering and transportation of oil, NGLs and natural gas; the imposition of taxes; royalty payments; environmental matters, including air and water emissions or discharges; free trade agreements and global trade policies; worker health and safety; and conservation policies, including policies related to environmentally sensitive areas and protected species. These laws, rules and regulations may impose substantial liabilities for our failure to comply, including the assessment of administrative, civil and criminal penalties and the issuance of injunctions restricting or prohibiting some or all of our activities in a particular area.

We currently are, and from time to time in the future may be, subject to claims, litigation, administrative proceedings and regulatory actions. The outcome of these matters may be difficult to assess or quantify, and there cannot be any assurance that such matters will be resolved in our favor. If we are unable to resolve such matters favorably, we or our directors, officers or employees may become involved in legal proceedings that could result in an onerous or unfavorable decision, including fines, sanctions, monetary damages or the inability to engage in certain operations or transactions. The defencedefense of such matters may also be costly, time consuming and could divert the attention of management and key personnel away from our operations. We may also be subject to adverse publicity associated with such matters, regardless of whether such allegations are valid or whether we are ultimately found liable. As a result, such matters could have a material adverse effect on our business, reputation, financial condition, results of operations or liquidity. See Item 3 of this Annual Report on Form 10-K.

We could be adversely affected by security threats, including cyber-securitycybersecurity threats and related disruptions.

We have become increasingly dependent upon information technology systems to conduct our daily operations. We depend on a variety of information technology systems to estimate oil, NGLs and natural gas reserve quantities; process and record financial and operating data; analyze seismic and drilling information; and communicate with employees and third-party partners. This growing dependence on technology is accompanied by a greater sensitivity to cyber-attackscyberattacks and information systems breaches. Unauthorized access to information systems by employees or third parties could corrupt or expose confidential, fiduciary, or proprietary information; interrupt our communications or operations; disrupt our business activities; or interfere with our competitive position. Cybersecurity threat actors are becoming more sophisticated and coordinated in their attempts to access a company’s information technology systems and data, including the information technology systems of cloud providers. Furthermore, geopolitical tensions or conflicts, such as Russia’s invasion of UkraineUkraine, the U.S.’s involvement in Venezuela or conflict in the Gaza region, may further heighten the risk of cybersecurity attacks. More recently, advancements in AI may pose serious risks for many of the traditional tools used to identify individuals, including voice recognition (whether by machine or the human ear), facial recognition or screening questions to confirm identities. Generative AI systems may also be used by malicious actors to create more sophisticated cyberattacks (i.e., more realistic phishing or other attacks). The advancements in AI could lead to an increase in the frequency of identity fraud or cyberattacks (whether successful or unsuccessful), which could cause us to incur increasing costs, including costs to deploy additional personnel, protection technologies and policies and procedures, train employees, and engage third-party experts and consultants. In addition, our vendors, suppliers and other business partners may separately suffer disruptions as a result of such security breaches which may directly or indirectly affect our business activities or our competitive position.

To protect our information assets and systems, we apply technical and process controls; however, there can be no assurances that the procedures and controls that we implement will be sufficient to protect such information assets and systems. Such controls may not adequately prevent cyber-securitycybersecurity breaches and we may not adopt all controls utilized by our peers. Moreover, we have no control over the information technology systems of our customers, suppliers, and others with which our systems may connect and communicate. As a result, the occurrence of a cyber incident could go unnoticed for a period of time. Even when an incident has been detected, it is not always immediately apparent what the full nature and scope of any potential harm may be, or how best to remediate it. As cyber-attackscyberattacks continue to evolve, we may be required to expend additional resources to investigate, mitigate and remediate any potential vulnerabilities. We may also be subject to regulatory investigations or litigation relating to cyber-securitycybersecurity issues.

Although we have not suffered any material losses related to a cyber-securitycybersecurity breach to date, there is no assurance that we will not suffer material losses associated with cyber-securitycybersecurity breaches in the future. If a cyber-attackcyberattack were to successfully breach our information or operating systems, we could incur substantial remediation costs and suffer other negative consequences, including exposure to significant litigation risks. The potential for such occurrences subjects our operations to increased risks that could have a material adverse effect on our business, financial condition and results of operations.

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 areasthe area of environmental, social, and governance,sustainability, aligning with its commitment to corporate responsibility.

In support of the Company’s commitment to enhancing shareholder value, Ovintiv utilizes its capitalshareholder allocationreturn framework to provide competitive returns to shareholders while strengthening its balance sheet.

During 2024,2025, the Company focused on executing its capital investment plan aimed at maximizing profitability through operational and capital efficiencies, and delivering cash from operating activities. In conjunction with the Montney Acquisition, as discussed below, the Company has fully integrated the new assets into its existing operations.

The Company had lower upstream product revenues in 20242025 compared to 2023,2024, which primarily resulted from lower oil production volumes and lower average realized natural gasliquids prices, excluding the impact of risk management activities, partially offset by higher totalplant condensate production volumes.volumes Decreasesand higher average realized natural gas prices, excluding the impact of risk management activities. Oil production volumes decreased primarily as a result of the sale of the Company’s Uinta assets in the first quarter of 2025. Average realized oil and plant condensate prices decreased 11 percent and 12 percent, respectively, primarily due to lower benchmark prices. Plant condensate production volumes increased due to the Montney Acquisition in the first quarter of 2025. Higher average realized natural gas prices of 3839 percent,percent were primarily due to lowerhigher benchmark prices and exposure to other downstream benchmark prices. Ovintiv continues to focus on optimizing realized prices from the diversification of the Company’s downstream markets.

On JanuaryFebruary 22,17, 2025,2026, the Company closedannounced it had entered into a definitive agreement to sell its previously announced divestiture of substantially all of its UintaAnadarko assets, comprising approximately 126,000360,000 net acres in the UintaAnadarko Basin of Utah, to FourPoint Resources, LLC,Oklahoma, for approximatelycash $2.0proceeds of $3.0 billion before closing adjustments. The transaction hadis expected to close early in the second quarter of 2026 and is subject to customary closing conditions, regulatory approvals and closing adjustments. The transaction has an effective date of OctoberJanuary 1, 2024.2026. Ovintiv intends to use the proceeds from the Anadarko divestiture to reduce debt.

On September 26,29, 2024,2025, 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 25.922.3 million shares of common stock over a 12-month period from October 3, 20242025, to October 2, 2025.2026. The number of shares authorized for purchase represents 10 percent of Ovintiv’s public float as at September 20, 2024. In conjunction with the announced transactions discussed above, the Company has temporarily paused its share buyback program, starting in October 2024, and expects to resume the buybacks in the second quarter of26, 2025.

Reported net earnings of $1,125$1,242 million, or $4.21$4.78 per share diluted, including a non-cash ceiling test impairmentimpairments of $350$703 million, after tax, or $1.31$2.71 per share diluted, and net gains of $156 million, or $0.58 per share diluted, from net settlement proceeds related to previous dispositions of certain legacy assets.diluted.

Had approximately $3.6$4.5 billion in total liquidity as at December 31, 2024,2025, which included available credit facilities of $3.5 billion, an available Term Credit Agreement of $1.2 billion, available uncommitted demand lines of $91$125 million, and cash and cash equivalents of $42$35 million, net of outstanding commercial paper of $351 million. The Term Credit Agreement is defined in the Liquidity and Capital Resources section of this MD&A.

Produced average liquids volumes of 302.0304.2 Mbbls/d, which accounted for 5250 percent of total production volumes. Average oil and plant condensate volumes of 211.2209.4 Mbbls/d, or 7069 percent of total liquids production volumes, exceededwere within the full year 20242025 guidance range of 209.0208.0 Mbbls/d to 211.0210.0 Mbbls/d.

Produced average natural gas volumes of 1,6981,862 MMcf/d, which accounted for 4850 percent of total production volumes. Average natural gas volumes were slightly belowwithin the full year 20242025 guidance range of 1,7001,850 MMcf/d to 1,7151,870 MMcf/d.

Produced average total volumes of 585.0614.5 MBOE/d, which was within the full year 20242025 guidance range of 583.0610.0 MBOE/d to 587.0620.0 MBOE/d.

Incurred upstream operatingtransportation and processing expenses of $908$1,685 million or $4.24$7.51 per BOE, an increase of $77$132 million compared to 2023,2024, primarily due to increased production volumes related to the PermianMontney Acquisition in the secondfirst quarter of 2023,2025, partially offset by the sale of the BakkenCompany’s Uinta assets in the secondfirst quarter of 2023.2025. Upstream operatingtransportation and processing expenses of $4.24$7.51 per BOE was slightly belowwithin the full year 20242025 guidance range of $4.25$7.50 per BOE to $4.75$8.00 per BOE.

Incurred total production, mineral and other taxes of $333$286 million. This represents approximately 4.5four percent of upstream product revenues which was within the full year 20242025 guidance range of four percent3.75 to five4.50 percent of upstream product revenues. Total production, mineral and other taxes decreased by $9$47 million compared to 2023,2024, primarily due to the sale of the BakkenCompany’s Uinta assets in the secondfirst quarter of 2023, lower production volumes in Anadarko2025 and lower natural gasoil commodity prices, partially offset by higher production volumes in Permian and Uinta.prices.

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 20252026 are expected to be impacted by the interplay between the pace of global economic growthgrowth, andglobal demandoil for oil,demand, OPEC+ and non-OPEC+ productionproduction, levelsgeopolitical events, and continuedmacroeconomic supply uncertainties resulting from geopolitical events. Supply and the accumulation of global oil inventories are expected to be impacted by changes in OPEC+ and non-OPEC+ production levels, consumer demand behavior and geopolitical volatility.uncertainties.

Natural gas prices for 20252026 are expected to be impacted by the interplay between 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.

The Company will continue to exercise discretion and discipline, and intends to optimize capital allocation throughout 20252026 as the commodity price environment evolves. Ovintiv pursues innovative ways to maximize cash flows, and to reduce operating and administrative expenses.

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 December 31, 2024, in conjunction with the Company’s Uinta disposition, Ovintiv hedged, on behalf of the purchaser, approximately 11.6 Mbbls/d to 17.6 Mbbls/d of expected oil and condensate production and 14 MMcf/d to 19 MMcf/d of expected natural gas production over three years with terms extending to 2027. Upon closing of the Uinta disposition on January 22, 2025, these risk management contracts were novated to the purchaser.

As at February 14,20, 2025,2026, the Company has hedged approximately 50.052.4 Mbbls/d of expected oil and condensate production and 500709 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 25 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

In 2025,2026, following the close of the Anadarko divestiture, the Company expects to incur full year upstream transportation and processing costs of approximately $7.50$8.75 per BOE to $8.00$9.25 per BOE, upstream operating expenses of approximately $3.75$3.00 per BOE to $4.25$3.50 per BOE, and total production, mineral and other taxes of approximately 3.753.25 to 4.503.75 percent of upstream product revenues.

Ovintiv recognizes the importance of implementing and maintaining sustainable practices to reducemanage its environmental footprint. The Company voluntarily 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 2024,2025, Ovintiv published its 20232024 Sustainability Report. The report highlights the Company’s 20232024 environmental, social and governance 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 2024,2025, the Company had achieved a greater than 4543 percent reduction in the Scope 1&2 GHG emissions intensity from 2019 levels and is on trackexpects to meet its 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 multi-basin portfolio. All acquisitionsAcquisitions are thoroughly assessed and evaluated for environmental impacts and alignment with the Company’s GHG emissions target. Ovintiv workscontinues to work to integrate sustainable practices within the acquired operations to support company-wide sustainability objectives.objectives, while maintaining its 2030 GHG emissions 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 that embraces diversity of thought, background and experience.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 any 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 this Annual Report on Form 10-K.

Service revenues comprisecomprises third-party gathering and processing fees.fees and other revenues.

Total Operating Expenses include non-cash items such as DD&A, impairments, accretion of asset retirement obligations and long-term incentive costs. The year ended December 31, 2025, includes non-cash ceiling test impairments of $920 million (2024 - $450 million).

Oil revenues were higherlower by $112$1,136 million compared to 20232024 primarily due to:

HigherLower average oil production volumes of 9.425.6 Mbbls/d increaseddecreased revenues by $279$704 million. HigherLower production volumes were primarily due to the Permian assets acquired in the second quarter of 2023 (21.1 Mbbls/d) and successful drilling in Uinta (7.5 Mbbls/d), partially offset by the sale of the BakkenUinta assets induring the secondfirst quarter of 20232025 (9.3 Mbbls/d) and natural declines in Anadarko (8.724.6 Mbbls/d); and A decrease of $2.56$8.25 per bbl, or three11 percent, in the average realized oil prices which decreased revenues by $167$432 million. The decrease reflected lower WTIHouston and HoustonWTI benchmark prices which were both down two15 percent and the14 lowerpercent, respectively, partially offset by higher regional pricing relative to the benchmark prices.

AnHigher increaseaverage plant condensate production volumes of $1.4823.8 per bbl, or eight percent, in the average realized other NGL prices whichMbbls/d increased revenues by $51$626 million. TheHigher increaseproduction reflectedvolumes higherwere otherprimarily NGLdue benchmarkto pricesthe Montney Acquisition in the first quarter of 2025 (20.2 Mbbls/d) and highersuccessful regionaldrilling pricingin Montney (5.7 Mbbls/d); and A decrease of $2.18$7.96 per bbl, or three12 percent, in the average realized plant condensate prices which decreased revenues by $31$238 million. The decrease primarily reflected the lower Edmonton Condensate benchmark price which was down three11 percent.

Natural gas revenues were lowerhigher by $590$547 million compared to 20232024 primarily due to:

AAn decreaseincrease of $1.04$0.66 per Mcf, or 3839 percent, in the average realized natural gas prices which decreasedincreased revenues by $650$446 million. The decreaseincrease reflected lowerthe AECO,higher NYMEX and DawnAECO benchmark prices which were downup 51 percent, 17 percent and 1129 percent, respectively, and exposure to other downstream benchmark prices relating to the Company’s diversified markets in the Canadian Operations, partially offset by lower regional pricing relative to benchmark prices in the USA Operations; and Higher average natural gas production volumes of 56164 MMcf/d increased revenues by $60$101 million. Higher production volumes were primarily due to successfulthe drillingMontney Acquisition in Permianthe andfirst Montneyquarter of 2025 (73 MMcf/d), lower effective royalty rates resulting from lower commodity prices in Montney (46190 MMcf/d), and thesuccessful drilling in Montney and Permian assets acquired in the second quarter of 2023 (1289 MMcf/d). The higher production volumes were partially offset by thelower saleproduction of the Bakken assetsvolumes in theMontney secondprimarily quarterrelated ofto 2023pipeline restrictions and increased third-party plant downtime (2351 MMcf/d), the shut-insale of productionthe Uinta and Horn River assets in Otherthe Canadianfirst Operationsquarter inof 2024 due to low commodity prices2025 (2038 MMcf/d), and natural declines in Anadarko (17 MMcf/d), and third-party plant outages in Montney and Permian (1519 MMcf/d).

HigherLower realized third-party pricesliquids on sales of purchased oil volumespricing ($20$397 million).;

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 six months ended MarchJune 31,30, 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 MarchJune 31,30, 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.

During the first quartersix months of 2026, the Company commencedfocused 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 quartersix 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 volumesvolumes. Average oil and lowerplant averagecondensate realizedprices otherincreased NGLs26 prices,percent excludingand the29 impactpercent, ofrespectively, riskprimarily managementdue activities.to higher benchmark prices. Plant condensate and natural gas production volumes increased primarily due to the NuVista Acquisition duringin the quarter.first quarter of 2026. Oil production volumes decreased primarily due to the sale of the Company’s UintaAnadarko assets in the firstsecond quarter of 2025.2026. Ovintiv continues to focus on optimizing realized prices from the diversification of the Company’s downstream markets.

Significant Developments and Subsequent Events

On April 9, 2026, the Company closed the previously announced divestiture of its Anadarko assets, comprising approximately 360,000 net acres in the Anadarko Basin of Oklahoma, for proceeds of approximately $2.9$2.8 billion, after preliminary closing adjustments.adjustments and transaction costs. The transaction had an effective date of January 1, 2026. Following the closing of the divestiture, Ovintiv repaid the balance under its Term Credit Agreement and the facility was terminated. The Term Credit Agreement is defined in the Liquidity and Capital Resources section of this MD&A.

On February 3, 2026, the Company closed its previously announced acquisition of all the issued and outstanding common shares of NuVista Energy Ltd. (“NuVista”) in a cash and stock transaction valued at approximately $2.8 billion (C$3.8 billion) (“NuVista Acquisition”), including Ovintiv’s previous purchase of 18.5 million common shares of NuVista. The Company issued approximately 30.1 million shares of Ovintiv common stock and paid cash consideration of approximately $1.2 billion (C$1.6 billion). Additionally, Ovintiv assumed and subsequently repaid NuVista’s debt, totaling approximately $282 million (C$385 million). The acquisitionassets isacquired are strategically located adjacent to Ovintiv’s current operations in the oil-rich Alberta Montney and addsadd approximately 930 net well locations to Ovintiv’s existing Montney inventory and approximately 140,000 net acres.

Three months ended MarchJune 31,30, 2026

Recognized a net lossgain on risk management in revenues of $63$122 million, before tax.

Had approximately $2.8$4.4 billion in total liquidity as at MarchJune 31,30, 2026, which included available credit facilities of $3.4$3.5 billion, available uncommitted demand lines of $162$159 million, and cash and cash equivalents of $26 million, net of outstanding commercial paper of $824$700 million.

During the threesix months ended MarchJune 31,30, 2026

CommencedExecuted the Company’s 2026 capital plan with expenditures totaling $605$1,179 million.

During the threesix months ended MarchJune 31,30, 2026

During the threesix months ended MarchJune 31,30, 2026

Incurred upstream transportation and processing expenses of $460$989 million or $7.53$8.45 per BOE, an increase of $69$172 million compared to 2025, primarily due to increased production volumes related to the NuVista Acquisition duringin the quarter.first quarter of 2026.

Incurred upstream operating expenses of $227$408 million or $3.71$3.49 per BOE, ana increasedecrease of $22$12 million compared to 2025, primarily due to increasedthe workoverssale andof the Company’s Anadarko assets in the second quarter of 2026, partially offset by increased activity related to the NuVista Acquisition duringin the quarter.first quarter of 2026.

Incurred total production, mineral and other taxes of $79$160 million, which represents approximately 3.573.55 percent of upstream product revenues. Total production, mineral and other taxes decreased by $8 million compared to 2025, primarily due to the sale of the Company’s Uinta assetswere in theline first quarter ofwith 2025.

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 MarchJune 31,30, 2026, the Company has hedged approximately 52.751.0 Mbbls/d of expected oil and condensate production and 707757 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.

The Company hascontinues commencedto 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 firstsecond quarter of 2026, the Company invested $605$574 million, which was in line with its firstsecond quarter guidance range of $600$550 million to $650$600 million. The Company expects to meet its full year 2026 capital investment guidance range of $2,250 million to $2,350 million.

During the firstsecond quarter of 2026, total average production volumes were 678.9614.6 MBOE/d, which was atin line with the high end of the firstsecond quarter guidance range of 660.0610.0 MBOE/d to 680.0635.0 MBOE/d. Average oil and plant condensate production volumes were 225.3 Mbbls/d, which exceeded the first quarter guidance range of 220.0205.8 Mbbls/d toand 225.0 Mbbls/d. Averageaverage other NGL production volumes were 99.682.4 Mbbls/d, which exceeded their second quarter guidance ranges of 200.0 Mbbls/d to 205.0 Mbbls/d and average75.0 Mbbls/d to 80.0 Mbbls/d, respectively. Average natural gas production volumes were 2,1241,959 MMcf/d, which werewas atlower than the high end of their firstsecond quarter guidance rangesrange of 96.0 Mbbls/d to 100.0 Mbbls/d and 2,0752,000 MMcf/d to 2,1252,100 MMcf/d,d respectively.primarily due to higher third-party plant downtime and the prioritization of liquids production volumes over natural gas production volumes.

In July 2026, the Company updated its full year 2026 production guidance ranges to reflect strong well performance in Permian. The Company expects to meet its updated full year 2026 total production guidance range of 620.0630.0 MBOE/d to 645.0 MBOE/d, including oil and plant condensate production volumes of approximately 205.0210.0 Mbbls/d to 212.0 Mbbls/d, other NGLs production volumes of approximately 80.083.0 Mbbls/d to 85.0 Mbbls/d and natural gas production volumes of approximately 2,0002,025 MMcf/d to 2,1002,075 MMcf/d.

Following the close of the Anadarko divestiture, theThe Company expectsis 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.revenues for the remainder of the year.

Additional information on Ovintiv’s secondthird quarter and updated full year 2026 Corporate Guidance can be accessed on the Company’s website at www.ovintiv.com.

Total Operating Expenses include non-cash items such as DD&A, impairments, accretion of asset retirement obligations and long-term incentive costs. The three and six months ended MarchJune 31,30, 2026, includesinclude non-cash ceiling test impairments of nil and $1,485 millionmillion, respectively (2025 ‑ nil and $730 millionmillion, respectively).

Oil revenues were lowerhigher by $49$293 million compared to the firstsecond quarter of 2025 primarily due to:

An increase of $36.19 per bbl, or 56 percent, in the average realized oil prices which increased revenues by $405 million. The increase reflected higher Houston and WTI benchmark prices which were up 48 percent and 46 percent, respectively, and higher regional pricing relative to benchmark prices; and Lower average oil production volumes of 8.719.0 Mbbls/d decreased revenues by $55$112 million. Lower production volumes were primarily due to the sale of the UintaAnadarko assets duringin the firstsecond quarter of 20252026 (5.9 Mbbls/d) and fewer wells put on production in Permian in 2026 compared to 2025 (4.521.2 Mbbls/d), partially offset by successful drilling in AnadarkoPermian (2.11.4 Mbbls/d).

NGL revenues were higher by $172$318 million compared to the firstsecond quarter of 2025 primarily due to:

An increase of $3.47$18.06 per bbl, or five29 percent, in the average realized plant condensate prices which increased revenues by $23$261 million. The increase primarily reflected the higher Edmonton Condensate benchmark price which was up 22 percent, higher regional pricing relative to benchmark prices in the Canadian Operations and a lower U.S./Canadian dollar foreign exchange rate; and AHigher decreaseaverage plant condensate production volumes of $5.0920.9 perMbbls/d bbl,increased orrevenues 22by percent,$249 million. Higher production volumes were primarily due to the NuVista Acquisition in the averagefirst realizedquarter otherof NGLs2026 price(22.3 decreasedMbbls/d) revenuesand the Montney assets acquired in the first quarter of 2025 (3.7 Mbbls/d), partially offset by $49 million. The decrease primarily reflected lower otherproduction NGLsvolumes benchmarkin pricesMontney due to increased third-party plant downtime and lowerpipeline regionalrestrictions pricing.(2.4 Mbbls/d) and the sale of the Anadarko assets in the second quarter of 2026 (2.2 Mbbls/d).

Natural gas revenues were higherlower by $129$73 million compared to the firstsecond quarter of 2025 primarily due to:

Higher average natural gas production volumes of 360234 MMcf/d increased revenues by $94$106 million. Higher production volumes were primarily due to the NuVista Acquisition duringin the first quarter of 2026 (271348 MMcf/d) and the Montney assets acquired in the first quarter of 2025 (6934 MMcf/d), partially offset by the sale of the Anadarko assets in the second quarter of 2026 (117 MMcf/d); and AnA increasedecrease of $0.16$0.15 per Mcf, or fivesix percent, in the average realized natural gas prices which increaseddecreased revenues by $35$50 million. The increasedecrease reflected lower regional pricing relative to benchmark prices in the USA Operations, partially offset by the higher AECONYMEX benchmark price which was up 2312 percent,percent partiallyand offsethigher byregional lowerpricing realized price increases from exposurerelative to other downstream benchmark prices relating to the Company’s diversified markets in the Canadian Operations.

Sales of purchased product revenues decreasedincreased $54$125 million compared to the firstsecond quarter of 2025 primarily due to:

Higher realized third-party natural gas and liquids pricing ($25$208 million) and $6higher million,sales respectivelyof third-party purchased natural gas volumes ($29 million).;

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 MarchJune 31,30, 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.

Production, mineral and other taxes decreasedincreased $8 million compared to the firstsecond quarter of 2025 primarily due to:

TheHigher saleoil ofcommodity prices ($18 million) and higher property taxes due to the UintaNuVista assetsAcquisition duringin the first quarter of 20252026 ($5$4 million).;