オヴィンティヴの四半期報告

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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, 2025


☐	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 24, 2025			253,258,560

OVINTIV INC.

FORM 10-Q

TABLE OF CONTENTS


	PART I

Item 1.	Financial Statements	6
	Condensed Consolidated Statement of Earnings	6
	Condensed Consolidated Statement of Comprehensive Income	6
	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	34
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	60
Item 4.	Controls and Procedures	62

	PART II

Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	63
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 3.	Defaults Upon Senior Securities	66
Item 4.	Mine Safety Disclosures	66
Item 5.	Other Information	66
Item 6.	Exhibits	66
Signatures		67

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.

“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.

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 does not constitute a part of, this Quarterly Report on Form 10-Q.

FORWARD-LOOKING STATEMENTS AND RISK

This Quarterly Report on Form 10-Q, and the other documents incorporated herein by reference (if any), contain 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 “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “focused on,” “forecast,” “guidance,” “intends,” “maintain,” “may,” “on track,” “opportunities,” “outlook,” “plans,” “potential,” “strategy,” “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; the Company’s ability to successfully integrate any acquired assets into its business; 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 credit facilities, debt and equity capital markets and other sources of liquidity; the ability of the Company to timely achieve its stated environmental, social and governance 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 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 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, 2024 (the “2024 Annual Report on Form 10-K”) and in this Quarterly Report on Form 10‑Q; 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 2024 Annual Report on Form 10‑K and in this Quarterly Report on Form 10‑Q for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements.

PART I

Item 1. Financial Statements

Condensed Consolidated Statement of Earnings (unaudited)


			Three Months Ended						Nine Months Ended
			September 30,						September 30,
(US$ millions, except per share amounts)			2025			2024			2025			2024
Revenues		(Note 3)
Product and service revenues (1)		(Note 4)	$	1,731		$	1,775		$	5,460		$	5,562
Sales of purchased product (1)		(Note 4)		289			403			1,149			1,196
Gains (losses) on risk management, net		(Note 19)		26			128			97			151
Sublease revenues		(Note 10)		20			18			55			55
Total Revenues				2,066			2,324			6,761			6,964
Operating Expenses		(Note 3)
Production, mineral and other taxes				72			86			232			258
Transportation and processing				452			408			1,285			1,240
Operating	(Note 17)			220			235			644			715
Purchased product				278			392			1,120			1,165
Depreciation, depletion and amortization				545			599			1,646			1,745
Impairments		(Note 9)		141			-			871			-
Accretion of asset retirement obligation				7			5			21			14
Administrative	(Notes 16, 17)			78			72			247			250
Total Operating Expenses				1,793			1,797			6,066			5,387
Operating Income (Loss)				273			527			695			1,577
Other (Income) Expenses
Interest		(Note 5)		91			103			283			306
Foreign exchange (gain) loss, net		(Note 6)		(7	)		17			25			(21	)
Other (gains) losses, net				(3	)		(151	)		(11	)		(160	)
Total Other (Income) Expenses				81			(31	)		297			125
Net Earnings (Loss) Before Income Tax				192			558			398			1,452
Income tax expense (recovery)		(Note 7)		44			51			102			267
Net Earnings (Loss)			$	148		$	507		$	296		$	1,185
Net Earnings (Loss) per Share of Common Stock		(Note 13)
Basic			$	0.58		$	1.93		$	1.14		$	4.45
Diluted				0.57			1.92			1.13			4.41
Weighted Average Shares of Common Stock Outstanding (millions)		(Note 13)
Basic				256.2			262.1			258.6			266.0
Diluted				258.1			264.0			260.8			268.7

(1)

See Note 3 regarding the reclassification of the Company’s previously reported Market Optimization segment.

Condensed Consolidated Statement of Comprehensive Income (unaudited)


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
(US$ millions)		2025			2024			2025			2024

Net Earnings (Loss)		$	148		$	507		$	296		$	1,185
Other Comprehensive Income (Loss), Net of Tax
Foreign currency translation adjustment	(Note 14)		(73	)		44			129			(63	)
Pension and other post-employment benefit plans	(Note 14)		(1	)		(1	)		(3	)		(4	)
Other Comprehensive Income (Loss)			(74	)		43			126			(67	)
Comprehensive Income (Loss)		$	74		$	550		$	422		$	1,118

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheet (unaudited)


			As at			As at
			September 30,			December 31,
(US$ millions)			2025			2024

Assets
Current Assets
Cash and cash equivalents			$	25		$	42
Accounts receivable and accrued revenues (net of allowances
of $6 million (2024: $5 million))		(Note 4)		1,059			1,183
Risk management		(Notes 18, 19)		77			108
Income tax receivable				13			36
				1,174			1,369
Property, Plant and Equipment, at cost:		(Notes 8, 9)
Oil and natural gas properties, based on full cost accounting
Proved properties				69,102			66,009
Unproved properties				489			764
Other				862			865
Property, plant and equipment				70,453			67,638
Less: Accumulated depreciation, depletion and amortization				(56,330	)		(53,274	)
Property, plant and equipment, net		(Note 3)		14,123			14,364
Other Assets	(Note 8)			1,296			965
Risk Management		(Notes 18, 19)		2			-
Deferred Income Taxes				227			10
Goodwill		(Note 3)		2,566			2,546
		(Note 3)	$	19,388		$	19,254

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities			$	1,678		$	1,883
Current portion of operating lease liabilities				112			82
Income tax payable				28			9
Risk management		(Notes 18, 19)		-			107
Current portion of long-term debt		(Note 11)		819			600
				2,637			2,681
Long-Term Debt		(Note 11)		4,393			4,853
Operating Lease Liabilities		(Note 8)		1,105			737
Other Liabilities and Provisions	(Notes 12, 15)			132			114
Risk Management		(Notes 18, 19)		22			21
Asset Retirement Obligation		(Note 8)		433			315
Deferred Income Taxes				432			202
				9,154			8,923
Commitments and Contingencies		(Note 21)
Shareholders’ Equity
Share capital - authorized 775 million shares of stock
2025 issued and outstanding: 253.3 million shares (2024: 260.4 million shares)		(Note 13)		3			3
Paid in surplus		(Note 13)		7,758			8,045
Retained earnings				1,570			1,506
Accumulated other comprehensive income		(Note 14)		903			777
Total Shareholders’ Equity				10,234			10,331
			$	19,388		$	19,254

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements

Condensed Consolidated Statement of Changes in Shareholders’ Equity (unaudited)


Three Months Ended September 30, 2025 (US$ millions)		Share Capital		Paid in Surplus			Retained Earnings				Accumulated Other Comprehensive Income				Total Shareholders’ Equity

Balance, June 30, 2025		$	3	$	7,898			$	1,499			$	977			$	10,377
Net Earnings (Loss)			-		-				148				-				148
Dividends on Shares of Common Stock ($0.30 per share)	(Note 13)		-		-				(77	)			-				(77	)
Shares of Common Stock Purchased	(Note 13)		-		(160	)			-				-				(160	)
Equity-Settled Compensation Costs			-		20				-				-				20
Other Comprehensive Income (Loss)	(Note 14)		-		-				-				(74	)			(74	)
Balance, September 30, 2025		$	3	$	7,758			$	1,570			$	903			$	10,234

Three Months Ended September 30, 2024 (US$ millions)		Share Capital		Paid in Surplus			Retained Earnings				Accumulated Other Comprehensive Income				Total Shareholders’ Equity

Balance, June 30, 2024		$	3	$	8,170			$	1,215			$	940			$	10,328
Net Earnings (Loss)			-		-				507				-				507
Dividends on Shares of Common Stock ($0.30 per share)	(Note 13)		-		-				(78	)			-				(78	)
Shares of Common Stock Purchased	(Note 13)		-		(163	)			-				-				(163	)
Equity-Settled Compensation Costs			-		18				-				-				18
Other Comprehensive Income (Loss)	(Note 14)		-		-				-				43				43
Balance, September 30, 2024		$	3	$	8,025			$	1,644			$	983			$	10,655

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements

Condensed Consolidated Statement of Changes in Shareholders’ Equity (unaudited)


Nine Months Ended September 30, 2025 (US$ millions)		Share Capital		Paid in Surplus			Retained Earnings				Accumulated Other Comprehensive Income				Total Shareholders’ Equity

Balance, December 31, 2024		$	3	$	8,045			$	1,506			$	777			$	10,331
Net Earnings (Loss)			-		-				296				-				296
Dividends on Shares of Common Stock ($0.90 per share)	(Note 13)		-		-				(232	)			-				(232	)
Shares of Common Stock Purchased	(Note 13)		-		(307	)			-				-				(307	)
Equity-Settled Compensation Costs			-		20				-				-				20
Other Comprehensive Income (Loss)	(Note 14)		-		-				-				126				126
Balance, September 30, 2025		$	3	$	7,758			$	1,570			$	903			$	10,234

Nine Months Ended September 30, 2024 (US$ millions)		Share Capital		Paid in Surplus			Retained Earnings				Accumulated Other Comprehensive Income				Total Shareholders’ Equity

Balance, December 31, 2023		$	3	$	8,620			$	697			$	1,050			$	10,370
Net Earnings (Loss)			-		-				1,185				-				1,185
Dividends on Shares of Common Stock ($0.90 per share)	(Note 13)		-		-				(238	)			-				(238	)
Shares of Common Stock Purchased	(Note 13)		-		(597	)			-				-				(597	)
Equity-Settled Compensation Costs			-		2				-				-				2
Other Comprehensive Income (Loss)	(Note 14)		-		-				-				(67	)			(67	)
Balance, September 30, 2024		$	3	$	8,025			$	1,644			$	983			$	10,655

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements

Condensed Consolidated Statement of Cash Flows (unaudited)


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
(US$ millions)		2025			2024			2025			2024

Operating Activities
Net earnings (loss)		$	148		$	507		$	296		$	1,185
Depreciation, depletion and amortization			545			599			1,646			1,745
Impairments	(Note 9)		141			-			871			-
Accretion of asset retirement obligation			7			5			21			14
Deferred income taxes	(Note 7)		30			21			19			182
Unrealized (gain) loss on risk management	(Note 19)		20			(31	)		12			61
Unrealized foreign exchange (gain) loss	(Note 6)		(2	)		16			(45	)		(12	)
Foreign exchange (gain) loss on settlements	(Note 6)		-			(2	)		(41	)		(9	)
Other			6			(137	)		33			(128	)
Net change in other assets and liabilities			(7	)		19			(29	)		(35	)
Net change in non-cash working capital	(Note 20)		(76	)		25			(85	)		(302	)
Cash From (Used in) Operating Activities			812			1,022			2,698			2,701

Investing Activities
Capital expenditures	(Note 3)		(544	)		(538	)		(1,682	)		(1,751	)
Acquisitions	(Note 8)		31			(7	)		(2,282	)		(202	)
Corporate acquisition			-			-			-			12
Proceeds from divestitures	(Note 8)		26			3			1,922			7
Net change in investments and other			34			26			136			16
Cash From (Used in) Investing Activities			(453	)		(516	)		(1,906	)		(1,918	)

Financing Activities
Net issuance (repayment) of revolving debt	(Note 11)		(121	)		(210	)		360			140
Repayment of long-term debt	(Note 11)		-			-			(600	)		-
Purchase of shares of common stock	(Note 13)		(160	)		(163	)		(307	)		(597	)
Dividends on shares of common stock	(Note 13)		(77	)		(78	)		(232	)		(238	)
Finance lease payments and other			-			(2	)		(21	)		(32	)
Cash From (Used in) Financing Activities			(358	)		(453	)		(800	)		(727	)

Foreign Exchange Gain (Loss) on Cash, Cash Equivalents
and Restricted Cash Held in Foreign Currency			4			(2	)		(9	)		-

Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash			5			51			(17	)		56
Cash, Cash Equivalents and Restricted Cash, Beginning of Period			20			8			42			3
Cash, Cash Equivalents and Restricted Cash, End of Period		$	25		$	59		$	25		$	59

Cash, End of Period		$	15		$	9		$	15		$	9
Cash Equivalents, End of Period			10			-			10			-
Restricted Cash, End of Period			-			50			-			50
Cash, Cash Equivalents and Restricted Cash, End of Period		$	25		$	59		$	25		$	59

Supplementary Cash Flow Information	(Note 20)

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements


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, 2024, which are included in Item 8 of Ovintiv’s 2024 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, 2024.

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

Changes in Accounting Policies and Practices

On January 1, 2025, Ovintiv adopted ASU 2023-09 “Improvements to Income Tax Disclosures” for annual disclosures. The standard requires disaggregated information about the Company’s effective tax rate reconciliation as well as information on income taxes paid. The amendment requires the tabular rate reconciliation to be presented using both percentages and amounts, with additional separate disclosure for any reconciling items within certain categories equal to or greater than five percent of net earnings or loss before income tax and the applicable statutory federal income tax rate. The amendment also requires the disaggregation of income taxes paid by federal, state, and foreign jurisdictions, as well as additional disaggregated information on income taxes paid to an individual jurisdiction equal to or greater than five percent of total income taxes paid. The amendments will not have a material impact on the Company’s annual Consolidated Financial Statements. The Company is currently evaluating the transition method for adoption.

New Standards Issued Not Yet Adopted

As of January 1, 2027, Ovintiv will be required to adopt ASU 2024-03 “Disaggregation of Income Statement Expenses” for annual disclosures with interim disclosures required beginning in the first quarter of 2028. The new standard requires that an entity disclose tabular information about certain expenses including, but not limited to, purchases of inventory, employee compensation, and depreciation, depletion, and amortization expense that are presented within expense line captions reported on the statement of earnings. A qualitative description of the remaining other amounts within those expense line captions will be required. The Company will also be required to determine and disclose its definition of selling expenses and the total amount of selling expenses. The amendments are to be applied prospectively, with the option for retrospective application, and are not expected to have a material impact on the Company’s Consolidated Financial Statements.


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.

In 2024, Ovintiv reassessed its reportable segments and determined the Chief Operating Decision Makers (“CODMs”) no longer separately reviewed the Market Optimization operational results and activities. Accordingly, Ovintiv’s Market Optimization segment was reclassified to present the Company’s market optimization activities in their respective USA and Canadian operating segments, which they support. The Market Optimization revenues, which were previously included in Product and service revenues, are presented as Sales of purchased product in the Condensed Consolidated Statement of Earnings. In conjunction with this segment reclassification, intercompany marketing fees formerly transacted between operating segments are excluded from Product and service revenues, and Sales of purchased product. Prior periods have been reclassified for comparative purposes. Additionally, intersegment eliminations are no longer required in this Segmented Information note as marketing activities are reflected in the corresponding operating segment they relate to.

The tables below summarize the results of operations and total assets by segment that are provided to the 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.

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
	2025			2024			2025			2024

Revenues
Product and service revenues (1)	$	1,103		$	1,379		$	628		$	396
Sales of purchased product (1)		256			380			33			23
Gains (losses) on risk management, net		9			44			37			53
Sublease revenues		-			-			-			-
Total Revenues		1,368			1,803			698			472

Operating Expenses
Production, mineral and other taxes		66			82			6			4
Transportation and processing (1)		109			129			343			279
Operating (1)		178			197			42			38
Purchased product (1)		256			378			22			14
Depreciation, depletion and amortization		361			516			179			77
Impairments		-			-			141			-
Total Operating Expenses		970			1,302			733			412
Operating Income (Loss)	$	398		$	501		$	(35	)	$	60

	Corporate & Other						Consolidated
	2025			2024			2025			2024

Revenues
Product and service revenues (1)	$	-		$	-		$	1,731		$	1,775
Sales of purchased product (1)		-			-			289			403
Gains (losses) on risk management, net		(20	)		31			26			128
Sublease revenues		20			18			20			18
Total Revenues		-			49			2,066			2,324

Operating Expenses
Production, mineral and other taxes		-			-			72			86
Transportation and processing (1)		-			-			452			408
Operating (1)		-			-			220			235
Purchased product (1)		-			-			278			392
Depreciation, depletion and amortization		5			6			545			599
Impairments		-			-			141			-
Accretion of asset retirement obligation		7			5			7			5
Administrative		78			72			78			72
Total Operating Expenses		90			83			1,793			1,797
Operating Income (Loss)	$	(90	)	$	(34	)		273			527

Other (Income) Expenses
Interest								91			103
Foreign exchange (gain) loss, net								(7	)		17
Other (gains) losses, net								(3	)		(151	)
Total Other (Income) Expenses								81			(31	)
Net Earnings (Loss) Before Income Tax								192			558
Income tax expense (recovery)								44			51
Net Earnings (Loss)							$	148		$	507

(1)

See above regarding the reclassification of the Company’s previously reported Market Optimization segment.

Results of Operations (For the nine months ended September 30)

Segment Information


	USA Operations						Canadian Operations
	2025			2024			2025			2024

Revenues
Product and service revenues (1)	$	3,533		$	4,270		$	1,927		$	1,292
Sales of purchased product (1)		1,020			1,092			129			104
Gains (losses) on risk management, net		18			99			91			113
Sublease revenues		-			-			-			-
Total Revenues		4,571			5,461			2,147			1,509

Operating Expenses
Production, mineral and other taxes		216			247			16			11
Transportation and processing (1)		336			432			949			808
Operating (1)		524			622			120			93
Purchased product (1)		1,019			1,089			101			76
Depreciation, depletion and amortization		1,106			1,503			524			225
Impairments		-			-			871			-
Total Operating Expenses		3,201			3,893			2,581			1,213
Operating Income (Loss)	$	1,370		$	1,568		$	(434	)	$	296

	Corporate & Other						Consolidated
	2025			2024			2025			2024

Revenues
Product and service revenues (1)	$	-		$	-		$	5,460		$	5,562
Sales of purchased product (1)		-			-			1,149			1,196
Gains (losses) on risk management, net		(12	)		(61	)		97			151
Sublease revenues		55			55			55			55
Total Revenues		43			(6	)		6,761			6,964

Operating Expenses
Production, mineral and other taxes		-			-			232			258
Transportation and processing (1)		-			-			1,285			1,240
Operating (1)		-			-			644			715
Purchased product (1)		-			-			1,120			1,165
Depreciation, depletion and amortization		16			17			1,646			1,745
Impairments		-			-			871			-
Accretion of asset retirement obligation		21			14			21			14
Administrative		247			250			247			250
Total Operating Expenses		284			281			6,066			5,387
Operating Income (Loss)	$	(241	)	$	(287	)		695			1,577

Other (Income) Expenses
Interest								283			306
Foreign exchange (gain) loss, net								25			(21	)
Other (gains) losses, net								(11	)		(160	)
Total Other (Income) Expenses								297			125
Net Earnings (Loss) Before Income Tax								398			1,452
Income tax expense (recovery)								102			267
Net Earnings (Loss)							$	296		$	1,185

(1)

See above regarding the reclassification of the Company’s previously reported Market Optimization segment.

Capital Expenditures by Segment


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

USA Operations	$	416	$	457	$	1,224	$	1,418
Canadian Operations		126		80		454		330
Corporate & Other		2		1		4		3
	$	544	$	538	$	1,682	$	1,751

Goodwill, Property, Plant and Equipment and Total Assets by Segment


	Goodwill				Property, Plant and Equipment				Total Assets
	As at				As at				As at
	September 30,		December 31,		September 30,		December 31,		September 30,		December 31,
	2025		2024		2025		2024		2025		2024

USA Operations	$	1,938	$	1,938	$	11,462	$	13,263	$	14,238	$	16,233
Canadian Operations		628		608		2,549		970		3,891		1,917
Corporate & Other		-		-		112		131		1,259		1,104
	$	2,566	$	2,546	$	14,123	$	14,364	$	19,388	$	19,254


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)


	USA Operations				Canadian Operations
	2025		2024		2025		2024

Revenues from Customers
Product revenues (1)
Oil	$	835	$	1,135	$	3	$	3
NGLs		164		180		403		249
Natural gas		96		63		221		142
Sales of purchased product (1)		256		380		33		23
Service revenues
Gathering and processing		8		1		1		2
	$	1,359	$	1,759	$	661	$	419

	Corporate & Other				Consolidated
	2025		2024		2025		2024

Revenues from Customers
Product revenues (1)
Oil	$	-	$	-	$	838	$	1,138
NGLs		-		-		567		429
Natural gas		-		-		317		205
Sales of purchased product (1)		-		-		289		403
Service revenues
Gathering and processing		-		-		9		3
	$	-	$	-	$	2,020	$	2,178

(1)

See Note 3 regarding the reclassification of the Company’s previously reported Market Optimization segment.

Revenues (For the nine months ended September 30)


	USA Operations				Canadian Operations
	2025		2024		2025		2024

Revenues from Customers
Product revenues (1)
Oil	$	2,641	$	3,508	$	7	$	8
NGLs		531		544		1,093		754
Natural gas		345		215		822		527
Sales of purchased product (1)		1,020		1,092		129		104
Service revenues
Gathering and processing		16		3		5		3
	$	4,553	$	5,362	$	2,056	$	1,396

	Corporate & Other				Consolidated
	2025		2024		2025		2024

Revenues from Customers
Product revenues (1)
Oil	$	-	$	-	$	2,648	$	3,516
NGLs		-		-		1,624		1,298
Natural gas		-		-		1,167		742
Sales of purchased product (1)		-		-		1,149		1,196
Service revenues
Gathering and processing		-		-		21		6
	$	-	$	-	$	6,609	$	6,758

(1)

See Note 3 regarding the reclassification of the Company’s previously reported Market Optimization segment.

The Company’s revenues from contracts with customers consists of product sales including oil, NGLs and natural gas, sales of purchased product, as well as the provision of gathering and processing services to third parties. Ovintiv had no contract asset or liability balances during the periods presented. As at September 30, 2025, receivables and accrued revenues from contracts with customers were $758 million ($921 million as at December 31, 2024).

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, 2025.

As at September 30, 2025, 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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

Interest Expense on:
Debt	$	88	$	100	$	276	$	297
Finance leases		-		-		1		1
Other		3		3		6		8
	$	91	$	103	$	283	$	306

For the nine months ended September 30, 2025, interest expense on debt includes $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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Unrealized Foreign Exchange (Gain) Loss on:
Translation of U.S. dollar risk management contracts issued from Canada	$	(2	)	$	-		$	(87	)	$	7
Translation of intercompany notes		-			16			42			(19	)
		(2	)		16			(45	)		(12	)
Foreign Exchange (Gain) Loss on Settlements of:
U.S. dollar financing debt issued from Canada		-			(2	)		-			(1	)
U.S. dollar risk management contracts issued from Canada		-			-			98			1
Intercompany notes		-			-			(41	)		(8	)
Other Monetary Revaluations		(5	)		3			13			(1	)
	$	(7	)	$	17		$	25		$	(21	)

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Current Tax
United States	$	(7	)	$	16		$	5		$	40
Canada		21			14			78			45
Total Current Tax Expense (Recovery)		14			30			83			85

Deferred Tax
United States		70			(11	)		229			124
Canada		(40	)		32			(210	)		58
Total Deferred Tax Expense (Recovery)		30			21			19			182
Income Tax Expense (Recovery)	$	44		$	51		$	102		$	267
Effective Tax Rate		22.9	%		9.1	%		25.6	%		18.4	%

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.

The effective tax rate of 22.9 percent for the three months ended September 30, 2025, is 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, is higher than the U.S. federal statutory rate of 21 percent primarily due to the resolution of prior period tax items.

The effective tax rates of 9.1 percent and 18.4 percent for the three and nine months ended September 30, 2024, respectively, were lower than the U.S. federal statutory rate of 21 percent primarily due to changes related to prior year’s tax filings.


8.	Acquisitions and Divestitures


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Acquisitions
USA Operations	$	3		$	2		$	7		$	197
Canadian Operations		(34	)		5			2,275			5
Total Acquisitions		(31	)		7			2,282			202

Divestitures
USA Operations		(22	)		(3	)		(1,918	)		(7	)
Canadian Operations		(4	)		-			(4	)		-
Total Divestitures		(26	)		(3	)		(1,922	)		(7	)
Net Acquisitions & (Divestitures)	$	(57	)	$	4		$	360		$	195

Acquisitions

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 Basin 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. The Company recognized the assets acquired in the Montney Acquisition at the purchase cost, including transaction costs, on a relative fair value basis. The Company recorded $2,292 million in proved properties, $128 million in unproved properties, $146 million related to asset retirement obligations, and $396 million in operating lease assets and lease liabilities related to a long-term midstream agreement for a natural gas processing facility.

For the nine months ended September 30, 2025, acquisitions in the USA operations were $7 million, which primarily include property purchases in Permian with oil and liquids rich potential.

For the nine months ended September 30, 2024, acquisitions in the USA Operations were $197 million, which primarily included property purchases in Permian with oil and liquids-rich potential.

Divestitures

For the nine months ended September 30, 2025, divestitures in the USA Operations were $1,918 million, which primarily included the sale of the Uinta Basin assets 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 U.S. full cost pool.


9.	Property, Plant and Equipment, Net


	As at September 30, 2025							As at December 31, 2024
			Accumulated							Accumulated
	Cost		DD&A			Net		Cost		DD&A			Net

USA Operations
Proved properties	$	49,944	$	(38,876	)	$	11,068	$	50,246	$	(37,770	)	$	12,476
Unproved properties		365		-			365		741		-			741
Other		31		(2	)		29		48		(2	)		46
		50,340		(38,878	)		11,462		51,035		(37,772	)		13,263

Canadian Operations
Proved properties		19,158		(16,738	)		2,420		15,763		(14,821	)		942
Unproved properties		124		-			124		23		-			23
Other		10		(5	)		5		10		(5	)		5
		19,292		(16,743	)		2,549		15,796		(14,826	)		970

Corporate & Other		821		(709	)		112		807		(676	)		131
	$	70,453	$	(56,330	)	$	14,123	$	67,638	$	(53,274	)	$	14,364

USA and Canadian Operations’ property, plant and equipment include internal costs directly related to exploration, development and construction activities of $114 million, which have been capitalized during the nine months ended September 30, 2025 (2024 - $141 million).

For the three months ended September 30, 2025, the Company recognized a before-tax non-cash ceiling test impairment of $141 million (2024 - nil) 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 (2024 - nil) 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 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, 2025	$	67.45	$	93.67	$	3.10	$	1.53
December 31, 2024		75.48		99.60		2.13		1.26
September 30, 2024		78.64		102.83		2.21		1.66

(1)

All prices were held constant in all future years when estimating net revenues and reserves.


10.	Leases

The following table outlines Ovintiv’s estimated future sublease income as at September 30, 2025. All subleases are classified as operating leases.


(undiscounted)	2025		2026		2027		2028		2029		Thereafter		Total

Sublease Income	$	13	$	48	$	45	$	41	$	37	$	322	$	506

For the three and nine months ended September 30, 2025, operating lease income was $14 million and $40 million, respectively (2024 - $13 million and $39 million, respectively), and variable lease income was $6 million and $15 million, respectively (2024 - $5 million and $16 million, respectively).


11.	Long-Term Debt


	As at			As at
	September 30,			December 31,
	2025			2024

U.S. Dollar Denominated Debt
Revolving credit and term loan borrowings	$	360		$	-
U.S. Unsecured Notes:
5.65% due May 15, 2025		-			600
5.375% due January 1, 2026		459			459
5.65% due May 15, 2028		700			700
8.125% due September 15, 2030		300			300
7.20% due November 1, 2031		350			350
7.375% due November 1, 2031		500			500
6.25% due July 15, 2033		600			600
6.50% due August 15, 2034		599			599
6.625% due August 15, 2037		390			390
6.50% due February 1, 2038		430			430
5.15% due November 15, 2041		148			148
7.10% due July 15, 2053		400			400
Total Principal		5,236			5,476

Increase in Value of Debt Acquired		11			16
Unamortized Debt Discounts and Issuance Costs		(35	)		(39	)
Total Long-Term Debt	$	5,212		$	5,453

Current Portion	$	819		$	600
Long-Term Portion		4,393			4,853
	$	5,212		$	5,453

As at September 30, 2025, the Company had outstanding commercial paper of $360 million maturing at various dates with a weighted average interest rate of approximately 4.84 percent.

As at September 30, 2025, total long-term debt had a carrying value of $5,212 million and a fair value of $5,518 million (as at December 31, 2024 - carrying value of $5,453 million and a fair value of $5,649 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.


12.	Other Liabilities and Provisions


	As at		As at
	September 30,		December 31,
	2025		2024

Finance Lease Obligations	$	-	$	12
Unrecognized Tax Benefits		12		12
Pensions and Other Post-Employment Benefits		78		74
Reclamation and Take or Pay Commitments		37		7
Other		5		9
	$	132	$	114


13.	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


	As at					As at
	September 30, 2025					December 31, 2024
	Number					Number
	(millions)			Amount		(millions)			Amount

Shares of Common Stock Outstanding, Beginning of Year		260.4		$	3		271.7		$	3
Shares of Common Stock Purchased		(7.8	)		-		(12.7	)		-
Shares of Common Stock Issued		0.7			-		1.4			-
Shares of Common Stock Outstanding, End of Period		253.3		$	3		260.4		$	3

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 0.7 million shares of common stock during the nine months ended September 30, 2025 (1.4 million shares of common stock during the twelve months ended December 31, 2024), as certain PSU and RSU grants vested during the period.

Normal Course Issuer Bid

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.

During the three and nine months ended September 30, 2024, the Company purchased approximately 3.7 million shares and 12.7 million shares, respectively, under its 2023 NCIB program which extended from October 3, 2023, to October 2, 2024, for total consideration of approximately $163 million and $597 million, respectively. Of the amounts paid during the same three and nine month periods, $37 thousand and $127 thousand, respectively, were charged to share capital and $163 million and $597 million, respectively, were charged to paid in surplus.

For the twelve months ended December 31, 2024, the Company purchased approximately 12.7 million shares under its 2023 NCIB program for total consideration of approximately $597 million, of which $127 thousand was charged to share capital and $597 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, 2025, the Company declared and paid dividends of $0.30 per share of common stock totaling $77 million (2024 - $0.30 per share of common stock totaling $78 million).

During the nine months ended September 30, 2025, the Company declared and paid dividends of $0.90 per share of common stock totaling $232 million (2024 - $0.90 per share of common stock totaling $238 million).

On November 4, 2025, the Board of Directors declared a dividend of $0.30 per share of common stock payable on December 31, 2025, to shareholders of record as of December 15, 2025.

Earnings Per Share of Common Stock

The following table presents the calculation of net earnings (loss) per share of common stock:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(US$ millions, except per share amounts)	2025		2024		2025		2024

Net Earnings (Loss)	$	148	$	507	$	296	$	1,185

Number of Shares of Common Stock:
Weighted average shares of common stock outstanding - Basic		256.2		262.1		258.6		266.0
Effect of dilutive securities		1.9		1.9		2.2		2.7
Weighted Average Shares of Common Stock Outstanding - Diluted		258.1		264.0		260.8		268.7

Net Earnings (Loss) per Share of Common Stock
Basic	$	0.58	$	1.93	$	1.14	$	4.45
Diluted		0.57		1.92		1.13		4.41

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, 2025, the Company has sufficient common stock held in reserve for issuance in accordance with its equity-settled stock-based compensation plans.


14.	Accumulated Other Comprehensive Income


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Foreign Currency Translation Adjustment
Balance, Beginning of Period	$	933		$	893		$	731		$	1,000
Change in Foreign Currency Translation Adjustment		(73	)		44			129			(63	)
Balance, End of Period	$	860		$	937		$	860		$	937

Pension and Other Post-Employment Benefit Plans
Balance, Beginning of Period	$	44		$	47		$	46		$	50

Amounts Reclassified from Other Comprehensive Income:
Reclassification of net actuarial (gains) and losses to net earnings		(1	)		(2	)		(4	)		(5	)
Income taxes		-			1			1			1
Balance, End of Period	$	43		$	46		$	43		$	46
Total Accumulated Other Comprehensive Income	$	903		$	983		$	903		$	983


15.	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, 2025, VMLP provides approximately 1,152 MMcf/d of natural gas gathering and compression and 913 MMcf/d of natural gas processing under long-term service agreements with remaining terms ranging from six to 20 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 potential 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 $815 million as at September 30, 2025. The estimate comprises the take or pay volume commitments and the potential payout of minimum costs. The take or pay volume commitments associated with certain gathering and processing assets are included in Note 21 under Transportation and Processing. The potential payout requirement is highly uncertain as the amount is contingent on future production estimates, pace of development and downstream transportation constraints. As at September 30, 2025, other liabilities and provisions included $30 million related to the take or pay commitment and payout of minimum costs.


16.	Restructuring Charges

In 2024, Ovintiv undertook 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 (2024 - nil, respectively). Of the $38 million in restructuring charges incurred to date, $1 million remains accrued as at September 30, 2025 ($19 million as at December 31, 2024). The remaining amount accrued is expected to be paid in 2026.

Restructuring charges are included in administrative expense presented in the Corporate and Other segment in the Condensed Consolidated Statement of Earnings.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

Severance and Outplacement	$	-	$	-	$	11	$	-
Restructuring Expenses	$	-	$	-	$	11	$	-


	As at			As at
	September 30,			December 31,
	2025			2024

Outstanding Restructuring Accrual, Beginning of Year	$	19		$	-
Restructuring Expenses Incurred		11			27
Restructuring Costs Paid		(29	)		(8	)
Outstanding Restructuring Accrual, End of Period (1)	$	1		$	19

(1)

Included in accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheet.


17.	Compensation Plans

As at September 30, 2025, 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:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Total Compensation Costs of Transactions Classified as Cash-Settled	$	1		$	(4	)	$	-		$	(2	)
Total Compensation Costs of Transactions Classified as Equity-Settled		21			23			58			71
Less: Total Share-Based Compensation Costs Capitalized		(6	)		(7	)		(15	)		(21	)
Total Share-Based Compensation Expense (Recovery)	$	16		$	12		$	43		$	48

Recognized in the Condensed Consolidated Statement of Earnings in:
Operating	$	6		$	7		$	15		$	20
Administrative		10			5			28			28
	$	16		$	12		$	43		$	48

As at September 30, 2025, the liability for cash-settled share-based payment transactions totaled $8 million ($10 million as at December 31, 2024), which is recognized in accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheet.

The following weighted average assumptions were used to determine the fair value of Stock Appreciation Rights (“SAR”) and Tandem Stock Appreciation Rights (“TSAR”) units outstanding:


	As at September 30, 2025		As at September 30, 2024
	US$ SAR	C$ TSAR	US$ SAR	C$ TSAR
	Share Units	Share Units	Share Units	Share Units

Risk Free Interest Rate	2.47%	2.47%	3.01%	3.01%
Dividend Yield	2.97%	2.99%	3.13%	3.15%
Expected Volatility Rate (1)	41.03%	39.33%	47.74%	44.43%
Expected Term	0.4 yrs	0.4 yrs	1.1 yrs	1.1 yrs
Market Share Price	US$40.38	C$56.19	US$38.31	C$51.84
Weighted Average Grant Date Fair Value	US$33.53	C$46.55	US$40.91	C$54.84

(1)

Volatility was estimated using historical rates.

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, 2025 (thousands of units)

RSUs			1,676
PSUs			604
DSUs (1)			9

(1)

Deferred Share Units (“DSUs”).


18.	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 restricted cash and 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, and other derivative contracts, as discussed further in Note 19. 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.


As at September 30, 2025	Level 1 Quoted Prices in Active Markets		Level 2 Other Observable Inputs		Level 3 Significant Unobservable Inputs			Total Fair Value		Netting (1)			Carrying Amount

Risk Management Assets
Commodity Derivatives:
Current assets	$	2	$	75		$	-	$	77	$	-		$	77
Long-term assets		-		2			-		2		-			2

Risk Management Liabilities
Commodity Derivatives:
Long-term liabilities	$	-	$	16		$	6	$	22	$	-		$	22

As at December 31, 2024	Level 1 Quoted Prices in Active Markets		Level 2 Other Observable Inputs		Level 3 Significant Unobservable Inputs			Total Fair Value		Netting (1)			Carrying Amount

Risk Management Assets
Commodity Derivatives:
Current assets	$	-	$	116		$	-	$	116	$	(6	)	$	110
Foreign Currency Derivatives:
Current assets		-		-			-		-		(2	)		(2	)

Risk Management Liabilities
Commodity Derivatives:
Current liabilities	$	-	$	26		$	-	$	26	$	(6	)	$	20
Long-term liabilities		-		21			-		21		-			21
Foreign Currency Derivatives:
Current liabilities		-		89			-		89		(2	)		87

(1)

Netting to offset derivative assets and liabilities where the legal right and intention to offset exists, or where counterparty master netting arrangements contain provisions for net settlement.

The Company’s Level 1 and Level 2 risk management assets and liabilities include contracts with terms to 2028, consisting of commodity fixed price contracts, three-way options, basis swaps, physical forward contracts receiving a percentage of the Japan Korea Marker (“JKM”) index price and foreign currency swaps. 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. 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 partial downside price protection through the put options.

During the third quarter of 2024, the Company transferred its WTI three-way options from Level 3 into Level 2 as a result of the availability of more observable inputs, such as volatility and comparable contract terms, from independent active markets.

Level 3 Fair Value Measurements

During the second quarter of 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:


	Nine Months Ended
	September 30,
	2025			2024

Balance, Beginning of Year	$	-		$	16
Total Gains (Losses)		(6	)		14
Purchases, Sales, Issuances and Settlements:
Purchases, sales and issuances		-			-
Settlements		-			9
Transfers Out of Level 3		-			(39	)
Balance, End of Period	$	(6	)	$	-
Change in Unrealized Gains (Losses) During the
Period Included in Net Earnings (Loss)	$	(6	)	$	23

Quantitative information about unobservable inputs used in Level 3 fair value measurements is presented below as at September 30, 2025:


	Valuation Technique	Unobservable Inputs	Range	Weighted Average

Risk Management - Physical Forward Contract	Discounted Cash Flow Model	Forward Prices (1)	$0.58/Mcf - $2.59/Mcf	$1.12/Mcf

(1)

Forward prices refers to the differential between Chicago and AECO forward prices.

A 10 percent increase or decrease in forward price differentials between Chicago and AECO for the physical forward contract would cause an approximate corresponding $24 million (nil as at December 31, 2024) increase or decrease to net risk management assets and liabilities.


19.	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, 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 and options.

Natural Gas - To partially mitigate natural gas commodity price risk, the Company uses NYMEX- and AECO- based contracts such as fixed price contracts and options. Ovintiv has also entered into forward contracts to partially manage against widening price differentials between 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 from time to time. As at September 30, 2025, the Company does not have any notional U.S. dollar denominated currency swaps.

Risk Management Positions as at September 30, 2025


	Notional Volumes	Term	Average Price	Fair Value

Oil and NGL Contracts			US$/bbl

Fixed Price Contracts
Propane Fixed Price	10.0 Mbbls/d	2025	31.83	$	2

WTI Three-Way Options
Sold call / bought put / sold put	50.0 Mbbls/d	2025	76.57 / 65.00 / 50.00		17
Sold call / bought put / sold put	28.6 Mbbls/d	2026	71.44 / 61.30 / 51.08		17

Oil and NGLs Fair Value Position					36

Natural Gas Contracts			US$/Mcf

Fixed Price Contracts
AECO Fixed Price	50 MMcf/d	2026	2.35		3

NYMEX Three-Way Options
Sold call / bought put / sold put	500 MMcf/d	2025	4.47 / 3.00 / 2.25		2
Sold call / bought put / sold put	462 MMcf/d	2026	6.46 / 3.33 / 2.61		11

Basis Contracts (1)		2025			18
		2027			1
		2028			1

Other Financial Positions		2025 - 2026			2

Physical Forward Contracts (2)		2026 - 2037			(17	)
Natural Gas Fair Value Position					21
Total Fair Value Position				$	57

(1)

Ovintiv has entered into natural gas basis swaps associated with AECO and NYMEX.

(2)

Ovintiv has entered into natural gas physical forward contracts associated with JKM (100 MMcf/d) and Chicago (100 MMcf/d), as described in Note 18.

Earnings Impact of Realized and Unrealized Gains (Losses) on Risk Management Positions


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2025			2024		2025			2024

Realized Gains (Losses) on Risk Management
Commodity and Other Derivatives:
Revenues (1)	$	46		$	97	$	109		$	212
Foreign Currency Derivatives:
Foreign exchange (2)		-			-		(98	)		(1	)
	$	46		$	97	$	11		$	211

Unrealized Gains (Losses) on Risk Management
Commodity and Other Derivatives:
Revenues (3)	$	(20	)	$	31	$	(12	)	$	(61	)
Foreign Currency Derivatives:
Foreign exchange		-			1		89			(9	)
	$	(20	)	$	32	$	77		$	(70	)

Total Realized and Unrealized Gains (Losses) on Risk Management, net
Commodity and Other Derivatives:
Revenues (1) (3)	$	26		$	128	$	97		$	151
Foreign Currency Derivatives:
Foreign exchange (2)		-			1		(9	)		(10	)
	$	26		$	129	$	88		$	141

(1)

There were no realized gains or losses related to other derivative contracts for the three and nine months ended September 30, 2025 (2024 - gains of nil and $4 million, respectively).

(2)

Includes a realized foreign exchange loss of $97 million for the nine months ended September 30, 2025, related to notional U.S. dollar denominated currency swaps as discussed in Note 6.

(3)

There were no unrealized gains or losses related to other derivative contracts for the three and nine months ended September 30, 2025 or 2024.

Reconciliation of Unrealized Risk Management Positions from January 1 to September 30


	2025						2024
	Fair Value			Total Unrealized Gain (Loss)			Total Unrealized Gain (Loss)

Fair Value of Contracts, Beginning of Year	$	(20	)
Change in Fair Value of Contracts in Place at Beginning of Year
and Contracts Entered into During the Period		88		$	88		$	141
Fair Value of Contracts Realized During the Period		(11	)		(11	)		(211	)
Fair Value of Contracts, End of Period	$	57		$	77		$	(70	)

Risk management assets and liabilities arise from the use of derivative financial instruments and are measured at fair value. See Note 18 for a discussion of fair value measurements.

Unrealized Risk Management Positions


	As at		As at
	September 30,		December 31,
	2025		2024

Risk Management Assets
Current	$	77	$	108
Long-term		2		-
		79		108

Risk Management Liabilities
Current		-		107
Long-term		22		21
		22		128
Net Risk Management Assets (Liabilities)	$	57	$	(20	)

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, 2025, Ovintiv’s maximum exposure of loss due to credit risk from derivative financial instrument assets on a gross and net fair value basis was $79 million and $79 million, respectively, as disclosed in Note 18. The Company had no significant credit derivatives in place and held no collateral at September 30, 2025.

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, 2025, approximately 95 percent (94 percent as at December 31, 2024) of Ovintiv’s accounts receivable and financial derivative credit exposures were with investment grade counterparties.


20.	Supplementary Information

Supplemental disclosures to the Condensed Consolidated Statement of Cash Flows are presented below:

Net Change in Non-Cash Working Capital


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Operating Activities
Accounts receivable and accrued revenues	$	62		$	68		$	134		$	303
Accounts payable and accrued liabilities		(144	)		(64	)		(269	)		(365	)
Current portion of operating lease liabilities		4			2			30			(1	)
Income tax receivable and payable		2			19			20			(239	)
	$	(76	)	$	25		$	(85	)	$	(302	)

Non-Cash Activities


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Non-Cash Operating Activities
ROU operating lease assets and liabilities	$	(10	)	$	(7	)	$	(434	)	$	(40	)

Non-Cash Investing Activities
Property, plant and equipment accruals	$	33		$	(23	)	$	60		$	(25	)
Capitalized long-term incentives		-			-			(4	)		(7	)
Property additions/dispositions, including swaps		32			5			65			36


21.	Commitments and Contingencies

Commitments

The following table outlines the Company’s commitments as at September 30, 2025:


	Expected Future Payments
(undiscounted)	2025		2026		2027		2028		2029		Thereafter		Total

Transportation and Processing	$	195	$	784	$	669	$	514	$	431	$	1,836	$	4,429
Drilling and Field Services		72		116		1		-		-		-		189
Building Leases & Other Commitments		4		7		6		6		4		11		38
Total	$	271	$	907	$	676	$	520	$	435	$	1,847	$	4,656

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 drilling rigs and 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 15. 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.


22.	Subsequent Event

Agreement to Acquire NuVista Energy Ltd.

On November 4, 2025, Ovintiv announced it has entered into a definitive agreement to acquire all of the issued and outstanding common shares of NuVista Energy Ltd. (“NuVista”) in a cash and stock transaction valued at approximately $2.7 billion (C$3.8 billion), inclusive of assumed debt. The transaction value includes Ovintiv’s purchase of 18.5 million common shares of NuVista for $212 million (C$296 million), which closed on October 1, 2025. Under the terms of the arrangement agreement, Ovintiv will acquire all of the remaining issued and outstanding common shares of NuVista for C$18.00 per share, which will be paid 50 percent in cash and 50 percent in Ovintiv common stock, totaling approximately $1.1 billion and 30 million shares, respectively. The transaction has been unanimously approved by the Board of Directors of both Ovintiv and NuVista and is expected to close by the end of the first quarter of 2026 subject to NuVista shareholder, court 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, 2025, 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, 2025 (“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, 2024, which are included in Items 8 and 7, respectively, of the 2024 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

•

Results of Operations

•

Liquidity and Capital Resources

•

Non-GAAP Measures

     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 areas of environmental, social, and governance, aligning with its commitment to corporate responsibility.

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

Lower upstream product revenues in the first nine months of 2025 compared to 2024, primarily resulted from lower oil production volumes and lower average realized oil and plant condensate prices, excluding the impact of risk management activities, partially offset by higher plant condensate production volumes and 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 10 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 46 percent were primarily due to higher 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.

Significant Developments and Subsequent Events

•

On November 4, 2025, Ovintiv announced it has entered into a definitive agreement to acquire all of the issued and outstanding common shares of NuVista Energy Ltd. (“NuVista”) in a cash and stock transaction valued at approximately $2.7 billion (C$3.8 billion), inclusive of assumed debt (“NuVista Acquisition”). The transaction value includes Ovintiv’s purchase of 18.5 million common shares of NuVista for $212 million (C$296 million), which closed on October 1, 2025. Under the terms of the arrangement agreement, Ovintiv will acquire all of the remaining issued and outstanding common shares of NuVista for C$18.00 per share, which will be paid 50 percent in cash and 50 percent in Ovintiv common stock, totaling approximately $1.1 billion and 30 million shares, respectively. The acquisition is strategically located adjacent to Ovintiv’s current operations and adds approximately 930 net well locations to Ovintiv’s existing Montney inventory and approximately 140,000 net acres. The acquisition will add approximately 100 MBOE/d of production volumes in 2026. The transaction has been unanimously approved by the Board of Directors of both Ovintiv and NuVista and is expected to close by the end of the first quarter of 2026 subject to NuVista shareholder, court and other customary approvals.

•

During October, Ovintiv closed acreage acquisitions in Permian for total consideration of approximately $250 million. The Company acquired over 8,000 net acres and added approximately 120 net well locations.

•

On September 29, 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 22.3 million shares of common stock over a 12-month period from October 3, 2025, to October 2, 2026. The number of shares authorized for purchase represents 10 percent of Ovintiv’s public float as at September 26, 2025. In conjunction with the NuVista Acquisition discussed above, the Company has temporarily paused its share buyback program for two quarters, starting in October 2025, and expects to resume the buybacks in the second quarter of 2026.

•

On January 31, 2025, the Company closed its previously announced acquisition of certain Montney assets from Paramount Resources Ltd. (“Paramount”), in an all-cash transaction of approximately $2.274 billion (C$3.280 billion), after preliminary closing adjustments (“Montney Acquisition”). The acquisition added approximately 109,000 net acres in the core of the liquids-rich Alberta Montney. The transaction had an effective date of October 1, 2024.

•

On January 22, 2025, the Company closed its previously announced divestiture of substantially all of its Uinta assets, comprising approximately 126,000 net acres in the Uinta Basin of Utah, to FourPoint Resources, LLC, for approximately $1.9 billion, after preliminary closing and other adjustments. The transaction had an effective date of October 1, 2024.

Financial Results

Three months ended September 30, 2025

•

Reported net earnings of $148 million, or $0.57 per share diluted, including a non-cash ceiling test impairment in the Canadian Operations of $108 million, after tax, or $0.42 per share diluted.

•

Recognized net gains on risk management in revenues of $26 million, before tax.

•

Generated cash from operating activities of $812 million and Non-GAAP Cash Flow of $895 million.

•

Purchased for cancellation, approximately 3.7 million shares of common stock for total consideration of approximately $160 million.

•

Paid dividends of $0.30 per share of common stock totaling $77 million.

Nine months ended September 30, 2025

•

Reported net earnings of $296 million, or $1.13 per share diluted, including a non-cash ceiling test impairment in the Canadian Operations of $665 million, after tax, or $2.55 per share diluted.

•

Recognized net gains on risk management in revenues of $97 million, before tax.

•

Generated cash from operating activities of $2,698 million and Non-GAAP Cash Flow of $2,812 million.

•

Purchased for cancellation, approximately 7.8 million shares of common stock for total consideration of approximately $307 million.

•

Paid dividends of $0.90 per share of common stock totaling $232 million.

•

Had approximately $3.3 billion in total liquidity as at September 30, 2025, which included available credit facilities of $3.5 billion, available uncommitted demand lines of $122 million, and cash and cash equivalents of $25 million, net of outstanding commercial paper of $360 million.

•

Reported Debt to EBITDA of 1.8 times and Non-GAAP Debt to Adjusted EBITDA of 1.2 times.

Capital Investment

During the nine months ended September 30, 2025

•

Executed the Company’s 2025 capital plan with expenditures totaling $1,682 million.

•

Focused on highly efficient capital activity to benefit from short-cycle high margin and/or low-cost projects which provide flexibility to respond to fluctuations in commodity prices, as discussed in the Company Outlook section of this MD&A.

Production

During the nine months ended September 30, 2025

•

Produced average liquids volumes of 303.6 Mbbls/d, which accounted for 50 percent of total production volumes. Average oil and plant condensate volumes of 209.6 Mbbls/d, represented 69 percent of total liquids production volumes.

•

Produced average natural gas volumes of 1,847 MMcf/d, which accounted for 50 percent of total production volumes.

•

Produced average total volumes of 611.5 MBOE/d.

Operating Expenses

During the nine months ended September 30, 2025

•

Incurred upstream transportation and processing expenses of $1,257 million or $7.53 per BOE, an increase of $94 million compared to 2024, primarily due to increased production volumes related to the Montney Acquisition in the first quarter of 2025.

•

Incurred upstream operating expenses of $635 million or $3.81 per BOE, a decrease of $61 million compared to 2024, primarily due to the sale of the Company’s Uinta assets in the first quarter of 2025, partially offset by increased activity related to the Montney Acquisition in the first quarter of 2025.

•

Incurred production, mineral and other taxes of $232 million, which represents approximately 4.27 percent of upstream product revenues. Total production, mineral and other taxes decreased by $26 million compared to 2024, primarily due to the sale of the Company’s Uinta assets in the first quarter of 2025 and lower oil commodity prices.

Additional information on the items above and other expenses can be found in the Results of Operations section of this MD&A.

In 2024, Ovintiv reassessed its reportable segments and reclassified its Market Optimization segment to present the Company’s market optimization activities in their respective USA and Canadian operating segments, which they support (“Segment Reclassification”). Additional information on the Segment Reclassification can be found in Note 3 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

2025 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.

Oil prices for the remainder of 2025 are expected to be impacted by the interplay between the pace of global economic growth and demand for oil, OPEC+ and non-OPEC+ production levels, and continued price volatility resulting from geopolitical events and macroeconomic uncertainties. Supply and the accumulation of global oil inventories are expected to be impacted by changes in geopolitical volatility, OPEC+ and non-OPEC+ production levels, and consumer demand behavior.

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.

Natural gas prices for the remainder of 2025 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.

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 2025 as the commodity price environment evolves. Ovintiv pursues innovative ways to maximize cash flows and 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 September 30, 2025, the Company has hedged approximately 50.0 Mbbls/d of expected oil and condensate production and 500 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 19 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Capital Investment

The Company continues to execute its 2025 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 2025, the Company invested $544 million, which was in line with its third quarter guidance of $525 million to $575 million. The Company expects to meet its full year 2025 capital investment guidance range of $2,125 million to $2,175 million.

Ovintiv continually strives to improve well performance and lower costs through innovative techniques. Ovintiv’s large-scale cube development model utilizes multi-well pads and advanced completion designs to maximize returns and resource recovery from its reservoirs. Ovintiv’s disciplined capital program and continuous innovation create flexibility to allocate capital in changing commodity markets to maximize cash flows while preserving the long-term value of the Company’s multi-basin portfolio.

Production

During the third quarter of 2025, total average production volumes were 630.4 MBOE/d, which exceeded the third quarter guidance range of 610.0 MBOE/d to 630.0 MBOE/d. Average oil and plant condensate production volumes were 211.8 Mbbls/d, which exceeded the third quarter guidance range of 202.0 Mbbls/d to 208.0 Mbbls/d. Average other NGL production volumes were 97.7 Mbbls/d and average natural gas production volumes were 1,925 MMcf/d, which were at the high end of their third quarter guidance ranges of 94.0 Mbbls/d to 98.0 Mbbls/d and 1,875 MMcf/d to 1,925 MMcf/d, respectively.

The Company expects to meet its updated full year 2025 total production guidance range of 610.0 MBOE/d to 620.0 MBOE/d, including oil and plant condensate production volumes of approximately 208.0 Mbbls/d to 210.0 Mbbls/d, other NGLs production volumes of approximately 94.0 Mbbls/d to 96.0 Mbbls/d and natural gas production volumes of approximately 1,850 MMcf/d to 1,870 MMcf/d.

Operating Expenses

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 achieve its full year upstream transportation and processing guidance range of approximately $7.50 per BOE to $8.00 per BOE, upstream operating expenses of approximately $3.75 per BOE to $4.00 per BOE for the remainder of the year and total production, mineral and other taxes of approximately 3.75 to 4.50 percent of upstream product revenues.

Additional information on Ovintiv’s fourth quarter and updated full year 2025 Corporate Guidance can be accessed on the Company’s website at www.ovintiv.com.

Environmental, Social and Governance

Ovintiv recognizes the importance of implementing and maintaining sustainable practices to reduce 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 2025, Ovintiv published its 2024 Sustainability Report. The report highlights the Company’s 2024 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, the Company had achieved a greater than 45 percent reduction in the Scope 1&2 GHG emissions intensity from 2019 levels and expects 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. Acquisitions are thoroughly assessed and evaluated for environmental impacts and alignment with the Company’s GHG emissions target. Ovintiv continues to work to integrate sustainable practices within the acquired operations to support company-wide sustainability objectives.

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 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 the 2024 Annual Report on Form 10-K.

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

     Results of Operations

    

Selected Financial Information


	Three months ended September 30,						Nine months ended September 30,
($ millions)		2025		2024				2025		2024

Product and Service Revenues
Upstream product revenues (1)		$	1,722	$	1,772			$	5,439	$	5,556
Service revenues (2)			9		3				21		6
Total Product and Service Revenues			1,731		1,775				5,460		5,562

Sales of Purchased Product (1)			289		403				1,149		1,196
Gains (Losses) on Risk Management, Net			26		128				97		151
Sublease Revenues			20		18				55		55
Total Revenues			2,066		2,324				6,761		6,964

Total Operating Expenses (3)			1,793		1,797				6,066		5,387
Operating Income (Loss)			273		527				695		1,577
Total Other (Income) Expenses			81		(31	)			297		125
Net Earnings (Loss) Before Income Tax			192		558				398		1,452
Income Tax Expense (Recovery)			44		51				102		267

Net Earnings (Loss)		$	148	$	507			$	296	$	1,185

(1)

In conjunction with the Segment Reclassification as discussed in the Highlights section of this MD&A, prior period results have been reclassified for comparative purposes.

(2)

Service revenues comprise third-party gathering and processing fees.

(3)

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 nine months ended September 30, 2025, include non-cash ceiling test impairments of $141 million and $871 million, respectively (2024 ‑ nil, respectively).

Revenues

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


	Three months ended September 30,				Nine months ended September 30,
(average for the period)	2025		2024		2025		2024

Oil & NGLs
WTI ($/bbl)	$	64.93	$	75.09	$	66.70	$	77.54
Houston ($/bbl)		65.61		76.29		67.74		79.11
Edmonton Condensate (C$/bbl)		86.87		97.41		91.89		100.68

Natural Gas
NYMEX ($/MMBtu)	$	3.07	$	2.16	$	3.39	$	2.10
AECO (C$/Mcf)		1.00		0.81		1.70		1.43
Dawn (C$/MMBtu)		3.83		2.32		4.49		2.67

Production Volumes and Realized Prices


	Three months ended September 30,								Nine months ended September 30,
	Production Volumes (1)				Realized Prices (2)				Production Volumes (1)				Realized Prices (2)
	2025		2024		2025		2024		2025		2024		2025		2024

Oil (Mbbls/d, $/bbl)
USA Operations		137.0		168.0	$	66.23	$	73.23		142.9		168.3	$	67.59	$	75.86
Canadian Operations		0.6		0.4		64.35		71.07		0.4		0.4		65.37		72.90
Total		137.6		168.4		66.22		73.23		143.3		168.7		67.58		75.85

NGLs - Plant Condensate (Mbbls/d, $/bbl)
USA Operations		11.7		11.7		49.67		56.73		11.1		11.1		52.69		58.01
Canadian Operations		62.5		32.3		62.81		71.13		55.2		31.9		64.19		72.88
Total		74.2		44.0		60.73		67.30		66.3		43.0		62.26		69.05

NGLs - Other (Mbbls/d, $/bbl)
USA Operations		77.9		77.7		15.46		16.44		75.1		76.0		18.10		17.52
Canadian Operations		19.8		14.9		22.62		26.97		18.9		15.0		24.24		27.35
Total		97.7		92.6		16.91		18.13		94.0		91.0		19.34		19.14

Total Oil & NGLs (Mbbls/d, $/bbl)
USA Operations		226.6		257.4		47.92		55.35		229.1		255.4		50.66		57.72
Canadian Operations		82.9		47.6		53.24		57.34		74.5		47.3		54.05		58.46
Total		309.5		305.0		49.34		55.66		303.6		302.7		51.49		57.84

Natural Gas (MMcf/d, $/Mcf)
USA Operations		512		543		2.04		1.29		510		533		2.48		1.49
Canadian Operations		1,413		1,182		1.70		1.29		1,337		1,171		2.25		1.63
Total		1,925		1,725		1.79		1.29		1,847		1,704		2.32		1.59

Total Production (MBOE/d, $/BOE)
USA Operations		311.9		348.0		38.17		42.97		314.2		344.3		40.99		45.12
Canadian Operations		318.5		244.6		21.39		17.39		297.3		242.4		23.66		19.29
Total		630.4		592.6		29.69		32.41		611.5		586.7		32.57		34.45

Production Mix (%)
Oil & Plant Condensate		34		36						34		36
NGLs - Other		15		15						16		16
Total Oil & NGLs		49		51						50		52
Natural Gas		51		49						50		48

Production Change
Period Over Period (%) (3)
Total Oil & NGLs		1		1						-		9
Natural Gas		12		6						8		4
Total Production		6		4						4		6

(1)

Average daily.

(2)

Average per-unit prices, excluding the impact of risk management activities.

(3)

Includes production impacts of acquisitions and divestitures.

Upstream Product Revenues, Excluding Realized Gains (Losses) on Risk Management


	Three months ended September 30,

($ millions)	Oil			NGLs - Plant Condensate			NGLs - Other			Natural Gas		Total

2024 Upstream Product Revenues (1)	$	1,138		$	274		$	155		$	205	$	1,772
Increase (decrease) due to:
Sales prices		(92	)		(57	)		(15	)		88		(76	)
Production volumes		(208	)		198			12			24		26
2025 Upstream Product Revenues	$	838		$	415		$	152		$	317	$	1,722

	Nine months ended September 30,

($ millions)	Oil			NGLs - Plant Condensate			NGLs - Other			Natural Gas		Total

2024 Upstream Product Revenues (1)	$	3,516		$	819		$	479		$	742	$	5,556
Increase (decrease) due to:
Sales prices		(328	)		(154	)		(5	)		363		(124	)
Production volumes		(540	)		462			23			62		7
2025 Upstream Product Revenues	$	2,648		$	1,127		$	497		$	1,167	$	5,439

(1)

In conjunction with the Segment Reclassification as discussed in the Highlights section of this MD&A, prior period results have been reclassified for comparative purposes.

Oil Revenues

Three months ended September 30, 2025 versus September 30, 2024

Oil revenues were lower by $300 million compared to the third quarter of 2024 primarily due to:

•

Lower average oil production volumes of 30.8 Mbbls/d decreased revenues by $208 million. Lower production volumes were primarily due to the sale of the Uinta assets during the first quarter of 2025 (29.1 Mbbls/d); and

•

A decrease of $7.01 per bbl, or 10 percent, in the average realized oil prices which decreased revenues by $92 million. The decrease reflected lower WTI and Houston benchmark prices which were both down 14 percent, partially offset by higher regional pricing relative to the benchmark prices.

Nine months ended September 30, 2025 versus September 30, 2024

Oil revenues were lower by $868 million compared to the first nine months of 2024 primarily due to:

•

Lower average oil production volumes of 25.4 Mbbls/d decreased revenues by $540 million. Lower production volumes were primarily due to the sale of the Uinta assets during the first quarter of 2025 (23.8 Mbbls/d); and

•

A decrease of $8.27 per bbl, or 11 percent, in the average realized oil prices which decreased revenues by $328 million. The decrease reflected lower WTI and Houston benchmark prices which were both down 14 percent, partially offset by higher regional pricing relative to the benchmark prices.

NGL Revenues

Three months ended September 30, 2025 versus September 30, 2024

NGL revenues were higher by $138 million compared to the third quarter of 2024 primarily due to:

•

Higher average plant condensate production volumes of 30.2 Mbbls/d increased revenues by $198 million. Higher production volumes were primarily due to the Montney Acquisition in the first quarter of 2025 (22.0 Mbbls/d) and successful drilling in Montney (9.4 Mbbls/d); and

•

A decrease of $6.57 per bbl, or 10 percent, in the average realized plant condensate prices which decreased revenues by $57 million. The decrease primarily reflected the lower Edmonton Condensate benchmark price which was down 11 percent.

Nine months ended September 30, 2025 versus September 30, 2024

NGL revenues were higher by $326 million compared to the first nine months of 2024 primarily due to:

•

Higher average plant condensate production volumes of 23.3 Mbbls/d increased revenues by $462 million. Higher production volumes were primarily due to the Montney Acquisition in the first quarter of 2025 (19.6 Mbbls/d) and successful drilling in Montney (5.5 Mbbls/d), partially offset by lower production volumes in Montney related to increased third-party plant downtime (1.8 Mbbls/d); and

•

A decrease of $6.79 per bbl, or 10 percent, in the average realized plant condensate prices which decreased revenues by $154 million. The decrease primarily reflected the lower Edmonton Condensate benchmark price which was down nine percent.

Natural Gas Revenues

Three months ended September 30, 2025 versus September 30, 2024

Natural gas revenues were higher by $112 million compared to the third quarter of 2024 primarily due to:

•

An increase of $0.50 per Mcf, or 39 percent, in the average realized natural gas prices which increased revenues by $88 million. The increase reflected the higher NYMEX and AECO benchmark prices which were up 42 percent and 23 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 200 MMcf/d increased revenues by $24 million. Higher production volumes were primarily due to the Montney Acquisition in the first quarter of 2025 (207 MMcf/d), successful drilling in Montney and Permian (31 MMcf/d) and lower effective royalty rates in Montney (17 MMcf/d). The higher production volumes were partially offset by the sale of the Uinta assets in the first quarter of 2025 (33 MMcf/d) and natural declines in Anadarko (20 MMcf/d).

Nine months ended September 30, 2025 versus September 30, 2024

Natural gas revenues were higher by $425 million compared to the first nine months of 2024 primarily due to:

•

An increase of $0.73 per Mcf, or 46 percent, in the average realized natural gas prices which increased revenues by $363 million. The increase reflected the higher NYMEX and AECO benchmark prices which were up 61 percent and 19 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 143 MMcf/d increased revenues by $62 million. Higher production volumes were primarily due to the Montney Acquisition in the first quarter of 2025 (184 MMcf/d), and successful drilling in Montney and Permian (79 MMcf/d). The higher production volumes were partially offset by lower production volumes in Montney primarily related to pipeline restrictions and increased third-party plant downtime (53 MMcf/d), the sale of the Uinta and Horn River assets in the first quarter of 2025 (38 MMcf/d), and natural declines in Anadarko (21 MMcf/d).

Sales of Purchased Product

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.


	Three months ended September 30,				Nine months ended September 30,
($ millions)	2025		2024 (1)		2025		2024 (1)

Sales of Purchased Product	$	289	$	403	$	1,149	$	1,196

(1)

In conjunction with the Segment Reclassification as discussed in the Highlights section of this MD&A, prior period results have been reclassified for comparative purposes.

Three months ended September 30, 2025 versus September 30, 2024

Sales of purchased product revenues decreased $114 million compared to the third quarter of 2024 primarily due to:

•

Lower realized third-party liquids pricing ($64 million) and lower sales of third-party purchased liquids volumes in the USA Operations ($62 million);

partially offset by:

•

Higher realized third-party natural gas pricing ($12 million).

Nine months ended September 30, 2025 versus September 30, 2024

Sales of purchased product revenues decreased $47 million compared to the first nine months of 2024 primarily due to:

•

Lower realized third-party liquids pricing ($322 million);

partially offset by:

•

Higher sales of third-party purchased liquids volumes in the USA Operations ($257 million) and higher realized third-party natural gas pricing ($22 million).

Gains (Losses) on Risk Management, Net

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, 2025, 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.

The following tables provide the effects of the Company’s risk management activities on revenues.


	Three months ended September 30,					Nine months ended September 30,
($ millions)	2025			2024		2025			2024

Realized Gains (Losses) on Risk Management
Commodity Price
Oil	$	4		$	-	$	13		$	(33	)
NGLs - Other		3			2		3			4
Natural Gas		39			95		93			237
Other (1)		-			-		-			4
Total		46			97		109			212

Unrealized Gains (Losses) on Risk Management		(20	)		31		(12	)		(61	)
Total Gains (Losses) on Risk Management, Net	$	26		$	128	$	97		$	151

	Three months ended September 30,					Nine months ended September 30,
(Per-unit)	2025			2024		2025			2024

Realized Gains (Losses) on Risk Management
Commodity Price
Oil ($/bbl)	$	0.29		$	-	$	0.34		$	(0.70	)
NGLs - Other ($/bbl)	$	0.31		$	0.20	$	0.12		$	0.15
Natural Gas ($/Mcf)	$	0.22		$	0.59	$	0.18		$	0.50
Total ($/BOE)	$	0.79		$	1.76	$	0.65		$	1.29

(1)

Other primarily includes realized gains from other derivative contracts with no associated production volumes.

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.

During the second and third quarters of 2025, the Company entered into physical forward contracts to further mitigate a portion of its exposure to AECO benchmark prices. The Company’s ongoing market diversification strategy shifts a portion of its commodity price exposure to alternative pricing hubs including Japan Korea Marker and Chicago city-gates, commencing in 2026 and 2027, respectively.

Additional information on fair value changes and risk management contracts can be found in Notes 18 and 19, respectively, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Sublease Revenues

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 10 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Operating Expenses

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.


	Three months ended September 30,				Nine months ended September 30,
($ millions)	2025		2024		2025		2024

USA Operations	$	66	$	82	$	216	$	247
Canadian Operations		6		4		16		11
Total	$	72	$	86	$	232	$	258

	Three months ended September 30,				Nine months ended September 30,
($/BOE)	2025		2024		2025		2024

USA Operations	$	2.29	$	2.55	$	2.52	$	2.62
Canadian Operations	$	0.20	$	0.15	$	0.19	$	0.17
Production, Mineral and Other Taxes	$	1.24	$	1.56	$	1.39	$	1.60

Three months ended September 30, 2025 versus September 30, 2024

Production, mineral and other taxes decreased $14 million compared to the third quarter of 2024 primarily due to:

•

The Uinta assets sold in the first quarter of 2025 ($13 million) and lower oil commodity prices in Permian ($5 million);

partially offset by:

•

Higher property taxes due to the Montney Acquisition in the first quarter of 2025 ($2 million).

Nine months ended September 30, 2025 versus September 30, 2024

Production, mineral and other taxes decreased $26 million compared to the first nine months of 2024 primarily due to:

•

The Uinta assets sold in the first quarter of 2025 ($24 million) and lower oil commodity prices ($20 million);

partially offset by:

•

Higher effective production tax rates ($7 million), higher property taxes primarily due to the Montney Acquisition in the first quarter of 2025 ($6 million).

Transportation and Processing

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.


	Three months ended September 30,				Nine months ended September 30,
($ millions)	2025		2024		2025		2024

Upstream
USA Operations	$	108	$	129	$	334	$	382
Canadian Operations		332		270		923		781
Upstream Transportation and Processing		440		399		1,257		1,163

Other (1)		12		9		28		77
Total	$	452	$	408	$	1,285	$	1,240

	Three months ended September 30,				Nine months ended September 30,
($/BOE)	2025		2024		2025		2024

USA Operations	$	3.74	$	4.02	$	3.89	$	4.04
Canadian Operations	$	11.35	$	12.00	$	11.37	$	11.77
Upstream Transportation and Processing	$	7.59	$	7.31	$	7.53	$	7.24

(1)

The third quarter and first nine months of 2025 include pipeline transportation fees associated with previously divested assets in the USA Operations of $1 million and $2 million, respectively (2024 ‑ nil and $50 million, respectively) and other third-party transportation and processing fees with no associated volumes in the Canadian Operations of approximately $11 million and $26 million, respectively (2024 ‑ $9 million and $27 million, respectively).

Three months ended September 30, 2025 versus September 30, 2024

Transportation and processing expense increased $44 million compared to the third quarter of 2024 primarily due to:

•

Higher production volumes due to the Montney Acquisition during the first quarter of 2025 ($81 million) and increased minimum volume commitment costs associated with certain gathering and processing assets in Montney ($10 million);

partially offset by:

•

The Uinta and Horn River assets sold in the first quarter of 2025 ($22 million), lower midstream transportation costs and third-party plant turnarounds in Montney ($9 million), lower transportation costs in Montney due to third-party adjustments ($4 million), lower downstream transportation costs in Montney ($3 million) and a higher U.S./Canadian dollar exchange rate ($3 million).

Nine months ended September 30, 2025 versus September 30, 2024

Transportation and processing expense increased $45 million compared to the first nine months of 2024 primarily due to:

•

Higher production volumes due to the Montney Acquisition during the first quarter of 2025 ($202 million), higher natural gas production volumes in Permian ($14 million) and increased minimum volume commitment costs associated with certain gathering and processing assets in Montney ($10 million);

partially offset by:

•

The Uinta and Horn River assets sold in the first quarter of 2025 ($53 million), an expired pipeline transportation contract ($50 million), a higher U.S./Canadian dollar exchange rate ($21 million), lower midstream transportation costs in Montney ($18 million), third-party plant turnarounds in Montney in 2024 ($14 million), lower production volumes in Anadarko ($10 million) and lower downstream transportation costs in Montney ($6 million).

Operating

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.


	Three months ended September 30,				Nine months ended September 30,
($ millions)	2025		2024		2025		2024

Upstream
USA Operations	$	173	$	193	$	515	$	609
Canadian Operations		42		36		120		87
Upstream Operating Expense		215		229		635		696

Other		5		6		9		19
Total	$	220	$	235	$	644	$	715

	Three months ended September 30,				Nine months ended September 30,
($/BOE)	2025		2024		2025		2024

USA Operations	$	6.07	$	6.02	$	6.02	$	6.45
Canadian Operations	$	1.39	$	1.55	$	1.47	$	1.31
Upstream Operating Expense	$	3.71	$	4.17	$	3.81	$	4.33

Three months ended September 30, 2025 versus September 30, 2024

Operating expense decreased $15 million compared to the third quarter of 2024 primarily due to:

•

The sale of the Uinta assets in the first quarter of 2025 ($19 million) and lower capitalization of directly attributable internal costs in Montney in 2024 ($8 million);

partially offset by:

•

Higher activity due to the Montney Acquisition in the first quarter of 2025 ($12 million).

Nine months ended September 30, 2025 versus September 30, 2024

Operating expense decreased $71 million compared to the first nine months of 2024 primarily due to:

•

The sale of the Uinta assets in the first quarter of 2025 ($66 million), increased operational efficiencies in Permian ($12 million), decreased workover activity in Anadarko ($9 million), and lower salaries and benefits resulting from the corporate reorganization which commenced in 2024 ($8 million);

partially offset by:

•

Higher activity due to the Montney Acquisition in the first quarter of 2025 ($28 million).

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.


	Three months ended September 30,					Nine months ended September 30,
($ millions)		2025		2024		2025		2024

Purchased Product		$	278	$	392	$	1,120	$	1,165

Three months ended September 30, 2025 versus September 30, 2024

Purchased product expense decreased $114 million compared to the third quarter of 2024 primarily due to:

•

Lower third-party liquids purchase prices ($66 million) and lower third-party purchased liquids volumes in the USA Operations ($62 million);

partially offset by:

•

Higher third-party natural gas purchase prices ($12 million).

Nine months ended September 30, 2025 versus September 30, 2024

Purchased product expense decreased $45 million compared to the first nine months of 2024 primarily due to:

•

Lower third-party liquids purchase prices ($326 million);

partially offset by:

•

Higher third-party purchased liquids volumes in the USA Operations ($257 million) and higher third-party natural gas purchase prices ($25 million).

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 2024 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 2024 Annual Report on Form 10-K.


	Three months ended September 30,				Nine months ended September 30,
($ millions)	2025		2024		2025		2024

Upstream
USA Operations	$	361	$	516	$	1,106	$	1,503
Canadian Operations		179		77		524		225
Upstream DD&A		540		593		1,630		1,728

Corporate & Other		5		6		16		17
Total	$	545	$	599	$	1,646	$	1,745

	Three months ended September 30,				Nine months ended September 30,
($/BOE)	2025		2024		2025		2024

USA Operations	$	12.57	$	16.12	$	12.88	$	15.93
Canadian Operations	$	6.13	$	3.40	$	6.45	$	3.39
Upstream DD&A	$	9.31	$	10.87	$	9.76	$	10.75

Three months ended September 30, 2025 versus September 30, 2024

DD&A decreased $54 million compared to the third quarter of 2024 primarily due to:

•

Lower depletion rates and production volumes in the USA Operations primarily due to the sale of the Uinta assets in the first quarter of 2025 ($102 million and $54 million, respectively);

partially offset by:

•

Higher depletion rates and production volumes in the Canadian Operations primarily due to the Montney Acquisition in the first quarter of 2025 ($81 million and $23 million, respectively).

The upstream depletion rate in the USA Operations decreased $3.55 per BOE primarily due to a lower depletable base resulting from the sale of the Uinta assets in the first quarter of 2025. The upstream depletion rate in the Canadian Operations increased $2.73 per BOE primarily due to a higher depletable base resulting from the Montney Acquisition in the first quarter of 2025, partially offset by the ceiling test impairments recognized in the fourth quarter of 2024 and first quarter of 2025.

Nine months ended September 30, 2025 versus September 30, 2024

DD&A decreased $99 million compared to the first nine months of 2024 primarily due to:

•

Lower depletion rates and production volumes in the USA Operations primarily due to the sale of the Uinta assets in the first quarter of 2025 ($262 million and $136 million, respectively);

partially offset by:

•

Higher depletion rates and production volumes in the Canadian Operations primarily due to the Montney Acquisition in the first quarter of 2025 ($256 million and $49 million, respectively).

The upstream depletion rate in the USA Operations decreased $3.05 per BOE primarily due to a lower depletable base resulting from the sale of the Uinta assets in the first quarter of 2025. The upstream depletion rate in the Canadian Operations increased $3.06 per BOE primarily due to a higher depletable base resulting from the Montney Acquisition in the first quarter of 2025, partially offset by the ceiling test impairments recognized in the fourth quarter of 2024 and first 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 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. In the first nine months of 2025, the Company recognized ceiling test impairments of $871 million in the Canadian Operations 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 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.


	Oil & NGLs				Natural Gas
	WTI ($/bbl)		Edmonton Condensate (C$/bbl)		Henry Hub ($/MMBtu)		AECO (C$/MMBtu)

12-Month Average Trailing Reserves Pricing (1)
September 30, 2025	$	67.45	$	93.67	$	3.10	$	1.53
December 31, 2024		75.48		99.60		2.13		1.26
September 30, 2024		78.64		102.83		2.21		1.66

(1)

All prices were held constant in all future years when estimating net revenues and reserves.

Further declines in the 12‑month average trailing commodity prices could reduce proved reserves values and result in the recognition of future ceiling test impairments. Future ceiling test impairments can also result from changes to reserves estimates, future development costs, capitalized costs and unproved property costs. Proceeds received from oil and natural gas divestitures are typically deducted from the Company’s capitalized costs and can reduce the risk of ceiling test impairments.

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 9 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

Administrative

Administrative expense represents costs associated with corporate functions provided by Ovintiv staff. These expenses primarily include salaries and benefits, operating leases, office, information technology, restructuring and long-term incentive costs.


	Three months ended September 30,				Nine months ended September 30,
($ millions)	2025		2024		2025		2024

Administrative, excluding Long-Term Incentive Costs,
Restructuring Costs, and Legal Costs (1)	$	67	$	67	$	206	$	211
Long-term incentive costs		10		5		28		28
Restructuring costs		-		-		11		-
Legal costs		1		-		2		11
Total Administrative	$	78	$	72	$	247	$	250

	Three months ended September 30,				Nine months ended September 30,
($/BOE)	2025		2024		2025		2024

Administrative, excluding Long-Term Incentive Costs,
Restructuring Costs, and Legal Costs (1)	$	1.17	$	1.24	$	1.23	$	1.31
Long-term incentive costs		0.16		0.09		0.17		0.17
Restructuring costs		-		-		0.07		-
Legal costs		0.01		-		0.01		0.07
Total Administrative	$	1.34	$	1.33	$	1.48	$	1.55

(1)

The third quarter and first nine months of 2025 include costs related to The Bow office lease of $29 million and $83 million, respectively (2024 - $29 million and $87 million, respectively), half of which is recovered from sublease revenues.

Three months ended September 30, 2025 versus September 30, 2024

Administrative expense increased $6 million compared to the third quarter of 2024 primarily due to:

•

Higher long-term incentive costs resulting from changes in the Company’s share price in the third quarter of 2024 ($5 million).

Nine months ended September 30, 2025 versus September 30, 2024

Administrative expense decreased $3 million compared to the first nine months of 2024 primarily due to:

•

Lower legal costs ($9 million) and lower operating lease costs ($6 million);

partially offset by:

•

Restructuring costs incurred related to the corporate reorganization which commenced in 2024 ($11 million).

In 2024, Ovintiv undertook a plan to reduce its workforce by approximately 10 percent as part of a corporate reorganization. Additional information on restructuring charges and long-term incentive costs can be found in Notes 16 and 17 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Other (Income) Expenses


	Three months ended September 30,						Nine months ended September 30,
($ millions)	2025			2024			2025			2024

Interest	$	91		$	103		$	283		$	306
Foreign Exchange (Gain) Loss, Net		(7	)		17			25			(21	)
Other (Gains) Losses, Net		(3	)		(151	)		(11	)		(160	)
Total Other (Income) Expenses	$	81		$	(31	)	$	297		$	125

Interest

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 11, respectively, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Three months ended September 30, 2025 versus September 30, 2024

Interest expense decreased $12 million compared to the third quarter of 2024 primarily due to:

•

Lower interest expense resulting from the repayment of the Company’s $600 million senior note in the second quarter of 2025 ($9 million) and lower interest expense on short-term borrowings ($3 million).

Nine months ended September 30, 2025 versus September 30, 2024

Interest expense decreased $23 million compared to the first nine months of 2024 primarily due to:

•

Lower interest expense resulting from the repayment of the Company’s $600 million senior note in the second quarter of 2025 ($13 million) and lower interest expense on short-term borrowings ($11 million);

partially offset by:

•

Financing fees incurred related to the termination of two term facilities following the closing of the Uinta divestiture and Montney Acquisition in the first quarter of 2025 ($5 million).

Foreign Exchange (Gain) Loss, Net

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.

Three months ended September 30, 2025 versus September 30, 2024

Net foreign exchange gain of $7 million compared to a loss of $17 million during the third quarter of 2024 primarily due to:

•

Unrealized foreign exchange losses on the translation of intercompany notes in 2024 ($16 million) and gains on other monetary revaluations compared to losses in 2024 ($8 million).

Nine months ended September 30, 2025 versus September 30, 2024

Net foreign exchange loss of $25 million compared to a gain of $21 million during the first nine months of 2024 primarily due to:

•

Higher realized foreign exchange losses on the settlement of U.S. dollar risk management contracts issued from Canada ($97 million), unrealized foreign exchange losses on the translation of intercompany notes compared to gains in 2024 ($61 million) and losses on other monetary revaluations compared to gains in 2024 ($14 million);

partially offset by:

•

Unrealized foreign exchange gains on the translation of U.S. dollar risk management contracts issued from Canada compared to losses in 2024 ($94 million) and higher realized foreign exchange gains on the settlement of intercompany notes ($33 million).

Other (Gains) Losses, Net

Other (gains) losses, net, primarily includes other non-recurring revenues or expenses and may also include items such as interest income, reclamation charges related to decommissioned assets, and adjustments related to other assets.

Other gains in the third quarter and first nine months of 2025 includes interest income of $2 million and $10 million, respectively, primarily generated from short-term investments (2024 - $1 million and $4 million, respectively).

During the first nine months of 2024, the Company resolved a dispute related to the previous disposition of certain legacy assets for approximately $150 million.

Income Tax

For the three and nine months ended September 30, 2025, current income tax expense of $14 million and $83 million, respectively, were lower than the comparative periods in 2024 primarily due to lower expected full year taxable earnings and the anticipated impact of the One Big Beautiful Bill Act (H.R.1).

For the three months ended September 30, 2025, the deferred income tax expense of $30 million was higher than the comparative period in 2024 primarily due to research and development credits recognized in the United States in 2024, partially offset by the impact of a non-cash ceiling test impairment recognized in Canada. For the nine months ended September 30, 2025, the deferred income tax expense of $19 million was lower than the comparative period in 2024 primarily due to the impact of non-cash ceiling test impairments recognized in Canada in 2025, partially offset by research and development credits recognized in the United States in 2024.

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 capital allocation framework or to manage its capital structure as discussed below. As at September 30, 2025, $16 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)	2025			2024

Cash and Cash Equivalents	$	25		$	9
Available Credit Facilities		3,500			3,400
Available Uncommitted Demand Lines (1)		122			232
Issuance of U.S. Commercial Paper		(360	)		(324	)
Total Liquidity	$	3,287		$	3,317

Long-Term Debt, including current portion	$	5,212		$	5,877
Total Shareholders’ Equity	$	10,234		$	10,655

Debt to Capitalization (%) (2)		34			36
Debt to Adjusted Capitalization (%) (2)		22			24

(1)

Includes three uncommitted demand lines totaling $305 million, net of $183 million in related undrawn letters of credit (2024 - $304 million and $72 million, respectively).

(2)

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

The Company has full access to two committed revolving U.S. dollar denominated credit facilities totaling $3.5 billion, which include a $2.2 billion revolving credit facility for Ovintiv Inc. and a $1.3 billion revolving credit facility for a Canadian subsidiary (collectively, the “Credit Facilities”). The Credit Facilities, which mature in December 2029, provide financial flexibility and allow the Company to fund its operations or capital investment program. As at September 30, 2025, 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, 2025, the Company had $360 million of commercial paper outstanding under its U.S. CP program maturing at various dates with a weighted average interest rate of approximately 4.84 percent, which is supported by the Company’s Credit Facilities. All of Ovintiv’s credit ratings are investment grade as at September 30, 2025.

The available Credit Facilities, uncommitted demand lines, and cash and cash equivalents, net of outstanding commercial paper, provide Ovintiv with total liquidity of approximately $3.3 billion as at September 30, 2025. As at September 30, 2025, Ovintiv also had approximately $183 million in undrawn letters of credit issued in the normal course of business as collateral security.

On November 4, 2025, the Company announced the NuVista Acquisition, as discussed in the Significant Developments and Subsequent Events section of this MD&A. Ovintiv expects to fund the cash portion of the transaction through a combination of cash on hand, short-term borrowings, and proceeds from term loan financing.

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 expires in March 2026.

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, 2024, which are included in Items 7 and 8, respectively, of the 2024 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, 2025, the Company’s Debt to Adjusted Capitalization was 22 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 2024 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.


		Three months ended September 30,						Nine months ended September 30,
($ millions)	Activity Type	2025			2024			2025			2024

Sources of Cash, Cash Equivalents and Restricted Cash
Cash from operating activities	Operating	$	812		$	1,022		$	2,698		$	2,701
Proceeds from divestitures	Investing		26			3			1,922			7
Corporate acquisition	Investing		-			-			-			12
Net issuance of revolving debt	Financing		-			-			360			140
Other	Investing		34			26			136			16
			872			1,051			5,116			2,876

Uses of Cash and Cash Equivalents
Capital expenditures	Investing		544			538			1,682			1,751
Acquisitions	Investing		(31	)		7			2,282			202
Net repayment of revolving debt	Financing		121			210			-			-
Repayment of long-term debt	Financing		-			-			600			-
Purchase of shares of common stock	Financing		160			163			307			597
Dividends on shares of common stock	Financing		77			78			232			238
Other	Financing		-			2			21			32
			871			998			5,124			2,820
Foreign Exchange Gain (Loss) on Cash, Cash Equivalents and Restricted Cash Held in Foreign Currency			4			(2	)		(9	)		-
Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash		$	5		$	51		$	(17	)	$	56

Operating Activities

Net cash from operating activities in the third quarter and first nine months of 2025 was $812 million and $2,698 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 20 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 2025 was $895 million and $2,812 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.

Three months ended September 30, 2025 versus September 30, 2024

Net cash from operating activities decreased $210 million compared to the third quarter of 2024 primarily due to:

•

Lower oil production volumes ($208 million), lower realized liquids commodity prices ($164 million), changes in non-cash working capital ($101 million), lower realized gains on risk management in revenues ($51 million) and higher transportation and processing expense ($44 million);

partially offset by:

•

Higher NGLs and natural gas production volumes ($234 million), higher realized natural gas commodity prices ($88 million), lower current income tax expense ($16 million), lower operating expense, excluding non-cash long-term incentive costs ($14 million), lower production, mineral and other taxes ($14 million), and lower interest expense ($13 million).

Nine months ended September 30, 2025 versus September 30, 2024

Net cash from operating activities decreased $3 million compared to the first nine months of 2024 primarily due to:

•

Lower oil production volumes ($540 million), lower realized liquids commodity prices ($487 million), lower realized gains on risk management in revenues ($103 million), higher realized foreign exchange losses on the settlement of U.S. dollar risk management contracts issued from Canada ($97 million), and higher transportation and processing expense ($45 million);

partially offset by:

•

Higher NGLs and natural gas production volumes ($547 million), higher realized natural gas commodity prices ($363 million), changes in non-cash working capital ($217 million), lower operating expense, excluding non-cash long-term incentive costs ($72 million), lower production, mineral and other taxes ($26 million), lower interest expense ($23 million) and lower administrative expense, excluding non-cash long-term incentive costs ($13 million).

Investing Activities

Cash used in investing activities in the first nine months of 2025 was $1,906 million primarily due to the Montney Acquisition and capital expenditures, partially offset by the sale of the Company’s Uinta assets. Capital expenditures, and acquisition and divestiture activities are summarized in Notes 3 and 8, respectively, to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.

Capital expenditures decreased $69 million compared to the first nine months of 2024, primarily due to decreased capital activity resulting from the sale of the Uinta assets in the first quarter of 2025, and decreased capital activity and increased efficiencies in Permian, partially offset by increased capital activity in Anadarko and increased capital activity in Montney primarily due to the Montney Acquisition in the first quarter of 2025.

Acquisitions in the first nine months of 2025 were $2,282 million, which primarily included the Montney Acquisition. Acquisitions in the first nine months of 2024 were $202 million, which primarily included property purchases with oil and liquids-rich potential in the USA Operations.

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

Additional information regarding the Montney Acquisition and the sale of the Uinta assets 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.

Financing Activities

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

Net cash used in financing activities in the first nine months of 2025 increased $73 million compared to 2024. The increase was primarily due to the repayment of the Company’s May 2025 senior notes during the second quarter of 2025 ($600 million), partially offset by decreased purchases of shares of common stock ($290 million) and an increase in the net issuance of revolving debt in 2025 compared to 2024 ($220 million).

In May 2025, Ovintiv redeemed its $600 million, 5.65 percent senior notes due May 15, 2025, with cash on hand and proceeds from short-term borrowings. The Company’s long-term debt, including the current portion of $819 million, totaled $5,212 million at September 30, 2025. The Company’s long-term debt at December 31, 2024, including the current portion of $600 million, totaled $5,453 million. As at September 30, 2025, the Company has $459 million of fixed rate long-term debt due within the next year.

From time to time, Ovintiv may seek to retire or purchase 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 support of the Company’s commitment to enhancing shareholder value, Ovintiv utilizes its capital allocation framework to provide competitive returns to shareholders while strengthening its balance sheet. In conjunction with the NuVista Acquisition as discussed in the Significant Developments and Subsequent Events section of this MD&A, the Company has temporarily paused its share buyback program for two quarters, starting in October 2025, and expects to resume the buybacks in the second quarter of 2026. Dividends declared and paid by the Company are expected to remain unchanged.

For additional information on long-term debt, refer to Note 11 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Further details on the Company’s debt-based metrics can be found in the Non-GAAP measures section of this MD&A.

Dividends

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


	Three months ended September 30,					Nine months ended September 30,
($ millions, except as indicated)		2025		2024		2025		2024

Dividend Payments		$	77	$	78	$	232	$	238
Dividend Payments ($/share)		$	0.30	$	0.30	$	0.90	$	0.90

On November 4, 2025, the Board of Directors declared a dividend of $0.30 per share of common stock payable on December 31, 2025, to common shareholders of record as of December 15, 2025.

Normal Course Issuer Bid

In the third quarter and first nine months of 2025, under the previous NCIB program, which extended from October 3, 2024, to October 2, 2025, the Company purchased, for cancellation, approximately 3.7 million and 7.8 million shares of common stock, respectively, for total consideration of approximately $160 million and $307 million, respectively. For additional information on the NCIB, refer to Note 13 to the Consolidated Financial Statements included in Part I, Item 1 and Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” of this Quarterly Report on Form 10‑Q.

Material Cash Requirements

For information on material cash requirements, refer to the Material Cash Requirements section of the MD&A included in Item 7 of the 2024 Annual Report on Form 10-K.

Commitments and Contingencies

For information on commitments and contingencies, refer to Note 21 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 2024 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.


	Three months ended September 30,					Nine months ended September 30,
($ millions)	2025			2024		2025			2024

Cash From (Used in) Operating Activities	$	812		$	1,022	$	2,698		$	2,701
(Add back) deduct:
Net change in other assets and liabilities		(7	)		19		(29	)		(35	)
Net change in non-cash working capital		(76	)		25		(85	)		(302	)
Non-GAAP Cash Flow	$	895		$	978	$	2,812		$	3,038

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.


($ millions, except as indicated)	September 30, 2025		December 31, 2024

Debt (Long-Term Debt, including Current Portion)	$	5,212	$	5,453
Total Shareholders’ Equity		10,234		10,331
Capitalization	$	15,446	$	15,784
Debt to Capitalization	34%		35%

Debt (Long-Term Debt, including Current Portion)	$	5,212	$	5,453
Total Shareholders’ Equity		10,234		10,331
Equity Adjustment for Impairments at December 31, 2011		7,746		7,746
Adjusted Capitalization	$	23,192	$	23,530
Debt to Adjusted Capitalization	22%		23%

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.


($ millions, except as indicated)	September 30, 2025			December 31, 2024

Debt (Long-Term Debt, including Current Portion)	$	5,212		$	5,453

Net Earnings (Loss)		236			1,125
Add back (deduct):
Depreciation, depletion and amortization		2,191			2,290
Interest		389			412
Income tax expense (recovery)		61			226
EBITDA	$	2,877		$	4,053
Debt to EBITDA (times)		1.8			1.3


Debt (Long-Term Debt, including Current Portion)	$	5,212		$	5,453

Net Earnings (Loss)		236			1,125
Add back (deduct):
Depreciation, depletion and amortization		2,191			2,290
Impairments		1,321			450
Accretion of asset retirement obligation		26			19
Interest		389			412
Unrealized (gains) losses on risk management		87			136
Foreign exchange (gain) loss, net		27			(19	)
Other (gains) losses, net		(16	)		(165	)
Income tax expense (recovery)		61			226
Adjusted EBITDA	$	4,322		$	4,474
Debt to Adjusted EBITDA (times)		1.2			1.2

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 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 1, 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 2024 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 18 and 19 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:


	September 30, 2025
(US$ millions)	10% Price Increase			10% Price Decrease

Oil price	$	(51	)	$	54
NGL price		(3	)		3
Natural gas price		(5	)		5

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 2024.


	Three Months Ended September 30,						Nine Months Ended September 30,
	$ millions			$/BOE			$ millions			$/BOE

Increase (Decrease) in:
Capital Investment (1)	$	(1	)				$	(10	)
Transportation and Processing Expense (1)		(3	)	$	(0.05	)		(21	)	$	(0.12	)
Operating Expense (1)		(1	)		(0.01	)		(2	)		(0.01	)
Administrative Expense		-			-			(3	)		(0.02	)
Depreciation, Depletion and Amortization (1)		(1	)		(0.01	)		(6	)		(0.04	)

(1)

Reflects upstream operations.

Foreign exchange gains and losses also arise when monetary assets and monetary liabilities denominated in foreign currencies are translated and settled, and primarily include:

•

U.S. dollar denominated financing debt issued from Canada

•

U.S. dollar denominated risk management assets and liabilities held in Canada

•

U.S. dollar denominated cash and short-term investments held in Canada

•

Foreign denominated intercompany loans

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, 2025, the Company does not have any notional U.S. dollar denominated currency swaps.

As at September 30, 2025, 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:


	September 30, 2025
(US$ millions)	10% Rate Increase		10% Rate Decrease

Foreign currency exchange	$	34	$	(42	)

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, 2025, Ovintiv had floating rate revolving credit and term loan borrowings of $360 million. 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 $4 million.

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, 2025.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in the Company’s internal controls over financial reporting during the third quarter of 2025 that have materially affected, or are reasonably likely to affect, the Company’s internal controls over financial reporting.

PART II

Item 1. Legal Proceedings

Please refer to Item 3 of the 2024 Annual Report on Form 10‑K and Note 21 to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10‑Q.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Item 1A. Risk Factors of the 2024 Annual Report on Form 10-K. These risks, which could materially affect our business, financial condition or future results, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also adversely affect our business, financial condition and/or operating results.

In addition to the risk factors previously disclosed in the 2024 Annual Report on Form 10-K, the following are risks related to our pending acquisition of NuVista:

Completion of the NuVista Acquisition is subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis or at all. Failure to complete the NuVista Acquisition could have material and adverse effects on us.

Our obligations and the obligations of NuVista to consummate the NuVista 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”), including, among other things, the approval and adoption of the Arrangement Agreement and the transactions contemplated therein, including the arrangement (the “Arrangement”), by the NuVista shareholders and the approval of the Arrangement by the Court of King’s Bench of Alberta on terms consistent with the Arrangement Agreement and otherwise reasonably satisfactory to the parties. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all and therefore make the completion and timing of the completion of the NuVista Acquisition uncertain. If any of these conditions are not satisfied or waived prior to the Termination Date (as such term is defined in the Arrangement Agreement), it is possible that the Arrangement Agreement may be terminated. The Arrangement Agreement provides that, upon termination of the Arrangement Agreement under certain circumstances, we or NuVista would be required to pay the other party a termination fee of C$130 million. Furthermore, the governmental authorities from which regulatory approvals are required may impose conditions on the completion of the NuVista Acquisition or require changes to the terms thereof. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the transactions or of imposing additional costs or limitations on us following completion of the NuVista Acquisition, any of which might have an adverse effect on us.

If the NuVista Acquisition is not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the NuVista Acquisition, we will be subject to a number of risks, including the following:

•

we will be required to pay our costs relating to the NuVista Acquisition, such as legal, accounting and financial advisory expenses, whether or not the transactions are completed;

•

time and resources committed by our management to matters relating to the Acquisition could otherwise have been devoted to pursuing other beneficial opportunities;

•

the market price of Ovintiv’s common stock could decline to the extent that the current market price reflects a market assumption that the NuVista Acquisition will be completed;

•

we may experience negative reactions from employees, customers or vendors; and

•

since the Arrangement Agreement restricts the conduct of our business prior to completion of the NuVista Acquisition, we may not have been able to take certain actions during the pendency of the transaction that would have benefitted us as an independent company and the opportunity to take such actions may no longer be available.

If the NuVista Acquisition is consummated, we may be unable to successfully integrate the assets into our business or achieve the anticipated benefits of the NuVista Acquisition.

Our ability to achieve the anticipated benefits of the NuVista Acquisition will depend in part upon whether we can integrate the assets and their operations into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The successful acquisition of producing properties, including the assets, requires an assessment of several factors, including:

•

recoverable reserves;

•

future natural gas and oil prices and their appropriate differentials;

•

availability and cost of transportation of production to markets;

•

availability and cost of drilling equipment and of skilled personnel;

•

development and operating costs including sand, access to water and potential environmental and other liabilities; and

•

regulatory, permitting and similar matters.

The accuracy of these assessments is inherently uncertain. In connection with our assessment of the assets, we have performed a review of the subject properties that we believe to be generally consistent with industry practices. The review was based on our analysis of historical production data, assumptions regarding capital expenditures and anticipated production declines without review by an independent petroleum engineering firm. Data used in such review was furnished by NuVista or obtained from publicly available sources. Our review may not reveal all existing or potential problems or permit us to fully assess the deficiencies and potential recoverable reserves for all of the assets, and the reserves and production related to the assets may differ materially after such data is reviewed by an independent petroleum engineering firm or further by us. Inspections were not performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken.

The integration process may be subject to delays or changed circumstances, and we can give no assurance that the assets will perform in accordance with our expectations or that our expectations with respect to integration or cost savings as a result of the NuVista Acquisition will materialize.

We and NuVista will be subject to business uncertainties while the NuVista Acquisition is pending, which could adversely affect our business.

In connection with the pendency of the NuVista Acquisition, it is possible that certain persons with whom we or NuVista have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us or NuVista, as the case may be, as a result of the NuVista Acquisition and related transactions, which could negatively affect our or NuVista’s revenues, earnings and cash flows as well as the market price of Ovintiv’s common stock, regardless of whether the NuVista Acquisition is completed. Also, our and NuVista’s ability to attract, retain and motivate employees may be impaired until the NuVista Acquisition is completed, and our ability to do so may be impaired for a period of time thereafter, as current and prospective employees may experience uncertainty about their roles within the company following the NuVista Acquisition.

Under the terms of the Arrangement Agreement, we and NuVista are subject to certain restrictions on the conduct of business prior to the closing of the NuVista Acquisition, which may adversely affect our and NuVista’s ability to execute certain of our and their business strategies, including the ability in certain cases to modify or enter into certain contracts, acquire or dispose of certain assets, incur or prepay certain indebtedness, incur encumbrances, make capital expenditures or settle claims. Such limitations could negatively affect our and NuVista’s businesses and operations prior to the completion of the NuVista Acquisition.

The NuVista Acquisition may not be accretive, and may be dilutive, to our earnings per share, which may negatively affect the market price of our common stock.

Because shares of our common stock will be issued upon the consummation of the Arrangement, it is possible that, although we currently expect the NuVista Acquisition to be accretive to earnings per share, the NuVista Acquisition may be dilutive to our earnings per share, which could negatively affect the market price of Ovintiv’s common stock. In connection with the completion of the NuVista Acquisition, based on the number of issued and outstanding shares of our common stock as of November 3, 2025, we will issue approximately 30 million shares of our common stock to former NuVista shareholders. The issuance of these new shares of our common stock could have the effect of depressing the market price of our common stock, through dilution of earnings per share or otherwise.

Any dilution of, or delay of any accretion to, our earnings per share could cause the price of shares of our common stock to decline or increase at a reduced rate. Furthermore, former NuVista shareholders or our current stockholders may not wish to continue to invest in our expanded operations of the combined company, or for other reasons may wish to dispose of some or all of their interests in Ovintiv, and as a result may seek to sell their shares of our common stock following, or in anticipation of, completion of the NuVista Acquisition. The Arrangement Agreement contains no restrictions on the ability of former NuVista shareholders to sell or otherwise dispose of such shares following completion of the Arrangement. Therefore, these sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of our common stock, may affect the market for, and the market price of, our common stock in an adverse manner. If the NuVista Acquisition is completed and our stockholders, including the former NuVista shareholders, sell substantial amounts of our common stock in the public market following the consummation of the Arrangement, the market price of our common stock may decrease. These sales might also make it more difficult for us to raise capital by selling equity or equity-related securities at a time and price that we otherwise would deem appropriate.

Our results may suffer if we do not effectively manage our expanded operations following the NuVista Acquisition.

The success of the NuVista Acquisition will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining our and NuVista’s businesses, including the need to integrate the operations and businesses of NuVista into our existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors, industry contacts and business partners.

The anticipated benefits and cost savings of the NuVista Acquisition may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. Some of the assumptions that we have made, such as the achievement of operating synergies, may not be realized. There could also be unknown liabilities and unforeseen expenses associated with the NuVista Acquisition, which were not discovered in the due diligence review conducted by each company prior to entering into the Arrangement Agreement.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchase of Equity Securities

On September 26, 2024, Ovintiv announced it had received regulatory approval to purchase, for cancellation or return to treasury, up to approximately 25.9 million shares of common stock pursuant to a NCIB over a 12-month period from October 3, 2024, and ending October 2, 2025. The number of shares of common stock authorized for purchase represents 10 percent of Ovintiv’s public float as at such time.

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.

During the three months ended September 30, 2025, the Company purchased 3,770,911 shares of common stock for approximately $158 million, excluding excise tax, at a weighted average price of $41.90. The following table presents the common shares purchased during the three months ended September 30, 2025.


Period	Total Number of Shares Purchased (1)		Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
July 1 to July 31, 2025		-	$	-		-		21,855,445
August 1 to August 31, 2025		668,925		41.56		668,925		21,186,520
September 1 to September 30, 2025		3,101,986		41.97		3,101,986		18,084,534
Total		3,770,911	$	41.90		3,770,911		18,084,534

(1)

For the three months ended September 30, 2025, 1,590,914 shares of common stock were repurchased through our broker in accordance with a Rule 10b5‑1 compliant plan initially adopted by the Company on September 30, 2021.

(2)

Includes commissions but excludes excise taxes.

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

None.

Item 6. Exhibits


Exhibit No		Description
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.
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, has been formatted in Inline XBRL.

* 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.


Ovintiv Inc.

By:	/s/ Corey D. Code

	Name:	Corey D. Code
	Title:	Executive Vice-President & Chief Financial Officer

Dated: November 4, 2025

EX-31.1 2 ovv-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brendan M. McCracken, certify that:

I have reviewed this quarterly report on Form 10-Q of Ovintiv Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 4, 2025

/s/ Brendan M. McCracken

Brendan M. McCracken President & Chief Executive Officer I, Corey D. Code, certify that:

(Principal Executive Officer)

EX-31.2 3 ovv-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I have reviewed this quarterly report on Form 10-Q of Ovintiv Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 4, 2025

/s/ Corey D. Code

Corey D. Code
Executive Vice-President & Chief Financial Officer
(Principal Financial Officer)

EX-32.1 4 ovv-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ovintiv Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brendan M. McCracken, President & Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Brendan M. McCracken

Brendan M. McCracken

Dated: November 4, 2025

EX-32.2 5 ovv-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

President & Chief Executive Officer In connection with the Quarterly Report of Ovintiv Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Corey D. Code, Executive Vice-President & Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Corey D. Code

Corey D. Code

Executive Vice-President & Chief Financial Officer

Dated: November 4, 2025