OVV 8-K Current Reports

Ovintiv 8-K Report, Financial Results (Nov 3, 2026)

Ovintiv 8-K Report, Material Agreement (Oct 26, 2026)

On October 26, 2026, Ovintiv Inc. (NYSE/TSX: OVV) entered into an Arrangement Agreement with Logan Energy Corp. (TSXV: LGN) under which Ovintiv Canada ULC will acquire all outstanding Logan common shares in an all-cash transaction at C$1.40 per share. The company states the transaction values Logan at approximately $890 million (C$1.26 billion) including assumed Net Debt. Before the acquisition, Logan will complete a reorganization in which certain assets move to a newly formed subsidiary, Logan Oil Corp., whose shares and non-transferable warrants will be distributed to Logan shareholders; Ovintiv will not acquire that entity. The transaction is funded through cash on hand, credit facility borrowings and commercial paper, and is expected to close early in the first quarter of 2027. The filing describes the acquired assets as adding approximately 266,000 net acres and approximately 20 MBOE/d of current production in the Montney oil window, along with about 420 total net 10,000-foot equivalent oil well locations, including approximately 220 premium return locations. Ovintiv expects annual cost synergies of about $60 million, two new oil batteries and interests in two natural gas processing facilities, and Non-GAAP Cash Flow per Share accretion of approximately 5% in 2027. Ovintiv states its shareholder returns plan is unchanged, targeting at least 60% of 2026 Non-GAAP Free Cash Flow returned to shareholders, and expects Net Debt to be below $4 billion after closing. Closing is subject to Logan shareholder approval (66 2/3% of votes cast, plus a majority-of-minority vote where required), Alberta Court of King's Bench approval, Competition Act approval, completion of the Newco Reorganization (waivable by the OVV Parties), and dissent rights not exceeding 5.0% of Logan shares. The agreement includes a C$44 million termination fee payable by Logan in certain circumstances and a C$5 million expense reimbursement tied to failure to complete the Newco Reorganization. The outside date is February 26, 2027, extendable by up to two one-month periods if Competition Act approval is pending.

Ovintiv 8-K Report, Regulation FD Disclosure (Oct 1, 2026)

Ovintiv Inc. (NYSE, TSX: OVV) announced on October 1, 2026 that the Toronto Stock Exchange has accepted its notice to renew its normal course issuer bid (NCIB), permitting purchase of up to 26,973,037 common shares during the 12-month period from October 5, 2026 to October 4, 2027. The company describes the renewal as consistent with its capital allocation framework of returning 50% to 100% of annual Non-GAAP Free Cash Flow to shareholders through base dividends and share buybacks, and states it has committed to returning at least 60% of 2026 Non-GAAP Free Cash Flow. The authorized share count represents 10 percent of public float as of September 21, 2026, as calculated under TSX rules. The company also renewed its automatic share purchase plan (ASPP), which allows its designated broker to buy shares under the NCIB during regulatory restrictions and customary self-imposed blackout periods. Purchases will be made on the TSX, NYSE, other designated exchanges and alternative trading systems, subject to Rule 10b-18 and TSX daily volume limits. Based on average daily TSX trading volume of 216,540 shares for the six months ended August 31, 2026, daily TSX purchases are limited to 54,135 shares, other than block purchase exceptions. Under the existing NCIB (October 3, 2025 to October 2, 2026, authorizing up to 22,287,709 shares), Ovintiv had purchased 13,925,579 common shares as of September 30, 2026, at a weighted average price of US$58.49 per share. In the third quarter of 2026 alone, it bought 6,332,551 shares at a weighted average price of US$60.90 per share. The filing furnishes the news release under Item 7.01 (Regulation FD) and states it is not deemed filed for purposes of Section 18 of the Exchange Act.

Ovintiv 8-K Report, Regulation FD Disclosure (Aug 27, 2026)

Ovintiv Inc. (NYSE, TSX: OVV) furnished a news release dated August 26, 2026, under Item 7.01 (Regulation FD Disclosure) providing an update on its 2026 ground game acquisition program. Year to date, the Company has entered into over 60 transactions that will add approximately 41,000 net acres across its Montney and Permian assets, for a total acquisition cost of approximately $460 million. The transactions are expected to add 240 net 10,000-foot equivalent well locations to the drilling inventory, consisting of 190 base locations and 50 upside locations. The filing states the assets are being acquired at an attractive valuation of approximately $11,000 per net acre and approximately $1.3 million to $1.7 million per well location, adjusted for minimal production volumes. Following these transactions, the Company says it will have added approximately 500 net 10,000-foot equivalent well locations year to date, including 260 locations from organic inventory enhancement. Ovintiv expects the remaining transactions to close before the end of 2026. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Ovintiv 8-K Report, Financial Results (Jul 23, 2026)

Ovintiv Inc. (NYSE, TSX: OVV) reported second quarter 2026 results on July 23, 2026, per Exhibit 99.1 (news release) and Exhibit 99.2 (selected and supplemental financial information). The company reported net earnings of $456 million, or $1.62 per diluted share, which included a $337 million pre-tax loss on the divestiture of its Anadarko assets. Cash from operating activities was $1.6 billion, Non-GAAP Cash Flow was $1.256 billion and Non-GAAP Free Cash Flow was $682 million after capital expenditures of $574 million. The Anadarko sale closed for total cash proceeds of approximately $2.82 billion after preliminary closing adjustments and transaction costs. Average production was 615 MBOE/d, including 206 Mbbls/d of oil and condensate, above the high end of company guidance. The company returned approximately 63% of second quarter Non-GAAP Free Cash Flow to shareholders through share repurchases of about $345 million (6.1 million shares) and dividend payments of $84 million. Year-to-date shareholder returns were about 45% of Non-GAAP Free Cash Flow, and management expects full-year 2026 returns to exceed 60%. Net Debt was $2.995 billion as of June 30, 2026, and Net Debt to Adjusted EBITDA was 0.6x, versus 1.2x at December 31, 2025. The Board declared a quarterly dividend of $0.30 per share, payable September 29, 2026 to holders of record on September 15, 2026. Full-year 2026 production guidance was raised to 630 to 645 MBOE/d, while full-year capital investment guidance is unchanged at $2.25 billion to $2.35 billion. The release describes the revision as reflecting higher expected oil and condensate production for the same capital investment, which it characterizes as 4% production per share growth. Third-quarter 2026 guidance calls for 615 to 640 MBOE/d of total production and $550 to $600 million of capital investment.

Ovintiv 8-K Report, Financial Results (May 11, 2026)

Ovintiv Inc. reported first quarter 2026 results, posting a net loss of $630 million, or $2.35 per share diluted, which includes non-cash ceiling test impairments of $1.2 billion after tax ($4.30 per share diluted), driven primarily by a weaker SEC 12-month trailing oil price relative to the prior quarter. Cash from operating activities was $1.1 billion, Non-GAAP Cash Flow was $1.2 billion, and Non-GAAP Free Cash Flow was $634 million after capital expenditures of $605 million. Average production was 679 MBOE/d, at the high end of guidance across all products, and first-quarter capital investment was at the low end of the $600 million to $650 million guidance range. The company closed the acquisition of NuVista Energy Ltd., adding approximately 100 MBOE/d of production, 930 net 10,000-foot equivalent well locations, and approximately 140,000 net acres for approximately $2.8 billion, and closed the sale of its Anadarko assets in April for total cash proceeds of approximately $2.85 billion after preliminary closing adjustments. Net Debt was less than $3.3 billion as of April 30, 2026, which the company states is approximately 40% lower than one year prior. Long-term debt including the current portion was $6,398 million at March 31, 2026, up from $5,202 million at December 31, 2025, reflecting the acquisition financing before subsequent repayments. Full-year 2026 guidance was reiterated, with production expected at 620 to 645 MBOE/d and capital investment of $2.25 billion to $2.35 billion. The company also resumed share buybacks in March, repurchasing approximately 1.5 million shares for about $84 million, bringing year-to-date buybacks through April 30, 2026 to 3.2 million shares for $180 million. The Board declared a quarterly dividend of $0.30 per share, payable June 30, 2026 to holders of record on June 15, 2026.

Ovintiv 8-K Report, Shareholder Vote Results (May 8, 2026)

Ovintiv Inc. (NYSE, TSX: OVV) filed this Form 8-K to report the results of its 2026 Annual Meeting of Shareholders, held May 6, 2026. Shareholders voted on the matters described in the company's Proxy Statement filed March 25, 2026. Every director nominee listed in the proxy statement was elected, with each receiving a large majority of votes cast for. The company's named executive officer compensation was approved on an advisory basis, and PricewaterhouseCoopers LLP was ratified as independent auditors. The election results ranged from 96.20% to 99.86% of votes cast for each director. Thomas G. Ricks received the lowest support, with 211,920,523 shares for (96.20%) and 8,363,019 shares against (3.79%). Steven W. Nance also had comparatively higher opposition, with 3.965 million shares against (1.80%). Shareholders approved the advisory say-on-pay vote with 212,529,856 shares for (96.66%) and 7,328,913 shares against (3.33%). The auditor ratification received 229,536,390 shares for (97.66%) and 5,488,534 shares against (2.33%). The filing attaches Exhibit 99.1, a news release dated May 8, 2026, which announces the meeting results. Broker non-votes of 14,710,703 shares were recorded on the director and say-on-pay items. The filing contains no new financial results, guidance, or transactions.

Ovintiv 8-K Report, Agreement Terminated (Apr 9, 2026)

Ovintiv Inc. (NYSE, TSX: OVV) filed this Form 8-K to report the completion of the sale of its Anadarko assets, comprising approximately 360,000 net acres in west-central Oklahoma, to MidCon II BuyerCo, LLC. The Buyer paid aggregate consideration of $2.9 billion in cash after preliminary closing adjustments, with an effective date of January 1, 2026. The company's April 9, 2026 press release describes the sale as having a headline value of $3.0 billion and expected net proceeds of approximately $2.85 billion after customary closing adjustments. Management stated that proceeds will go to debt reduction. The filing also discloses that Ovintiv will repay C$1.57 billion, plus applicable interest, under the Two-Year Term Credit Agreement entered into by Ovintiv Canada ULC on November 25, 2025, on April 10, 2026, and will terminate that agreement. The facility was used to finance the cash consideration for the NuVista Energy Ltd. acquisition, which closed on February 3, 2026. In addition, Ovintiv has elected to redeem all $700 million of its outstanding 5.650% Notes due 2028 on April 20, 2026. The filing includes unaudited pro forma condensed combined financial information for year-end 2025 that reflects the NuVista acquisition and the Anadarko divestiture. On a pro forma basis, the filing shows year-end 2025 cash of $1,688 million and long-term debt of $4,439 million, with pro forma net earnings of $91 million for 2025, compared with historical net earnings of $1,242 million. The pro forma figures include a $652 million loss on the Anadarko divestiture and an impairment of $367 million tied to the sale.

Ovintiv 8-K/A Report, Exhibit Filing (Apr 9, 2026)

Ovintiv Inc. (OVV) filed this Form 8-K/A to add financial statements and pro forma financial information relating to its completed acquisition of NuVista Energy Ltd., which closed on February 3, 2026. The filing contains NuVista's audited consolidated financial statements for the year ended December 31, 2025 (reported in Canadian dollars under IFRS, with KPMG LLP as auditor and GLJ as reserve engineers), and Ovintiv's unaudited pro forma condensed combined balance sheet as of December 31, 2025 and statement of earnings for the year ended December 31, 2025. The filing states the transaction was valued at approximately $2.8 billion (C$3.8 billion) and was paid as cash and Ovintiv common stock, with NuVista shareholders receiving C$18.00 per share, split 50% cash and 50% shares by default. The acquisition added approximately 930 net drilling 10,000-foot equivalent well locations and approximately 140,000 net acres in the Montney play near Grande Prairie, Alberta. On a standalone NuVista basis, the audited statements show 2025 petroleum and natural gas sales of C$1,260.7 million and net earnings of C$299.0 million, compared with C$1,215.2 million and C$305.7 million in 2024. Total assets were C$3,677.4 million at December 31, 2025. The pro forma statements, prepared under Regulation S-X Article 11 with a preliminary purchase price allocation, show combined 2025 total revenues of $9,872 million and pro forma net earnings of $1,286 million, with pro forma basic EPS of $4.48. The pro forma information is preliminary and illustrative, and the filing notes that the purchase accounting is still underway and subject to revision. Ovintiv states that a further Form 8-K with pro forma information for the Anadarko divestiture and the NuVista acquisition will follow.

Ovintiv 8-K Report, Material Agreement (Feb 23, 2026)

On February 17, 2026, Ovintiv USA Inc. and Ovintiv Royalty Holdings LLC, both wholly-owned subsidiaries of Ovintiv Inc. (OVV), entered into a Purchase and Sale Agreement with MidCon II BuyerCo, LLC to sell certain of Ovintiv's oil and gas assets located in Oklahoma. The assets will be transferred to a newly formed Texas limited liability company, and the buyer will acquire all of that company's equity interests. The purchase price is $3.0 billion in cash, subject to customary closing adjustments, and the agreement has an economic effective date of January 1, 2026. The buyer must deposit $200.0 million into escrow within one business day of signing, which will be credited against the purchase price at closing. Closing is subject to customary conditions, including representations and covenants accuracy, receipt of third-party consents and governmental approvals, expiration or termination of the Hart-Scott-Rodino waiting period, and completion of a pre-closing reorganization. The agreement's outside date is May 11, 2026, subject to an automatic extension in certain circumstances where specified required approvals are not yet satisfied. The agreement sets out termination rights and remedies for both sides. If the buyer materially breaches and fails to cure, the seller may seek specific performance or terminate and retain the $200.0 million deposit as liquidated damages. If the seller materially breaches and fails to cure, the buyer may seek specific performance or terminate, recover documented out-of-pocket expenses capped at 5% of the unadjusted purchase price, and receive return of the deposit. Failure to close by the outside date returns the deposit to the buyer.

Ovintiv 8-K Report, Financial Results (Feb 23, 2026)

Ovintiv Inc. (NYSE, TSX: OVV) reported fourth quarter and full year 2025 results on February 23, 2026. For full year 2025, the company generated cash from operating activities of $3.7 billion, Non-GAAP Cash Flow of $3.8 billion and Non-GAAP Free Cash Flow of $1.6 billion after capital expenditures of $2.1 billion. Net earnings were $1.2 billion, or $4.78 per share diluted, including non-cash ceiling test impairments of $703 million after tax. The company also reported that it closed the acquisition of NuVista Energy Ltd. on February 3, 2026, for approximately $2.7 billion, and agreed in February 2026 to sell its Anadarko assets for total cash proceeds of $3.0 billion. The company announced a new shareholder return framework under which 2026 shareholder returns will increase to at least 75% of full year Non-GAAP Free Cash Flow, with a longer-term range of 50% to 100% of annual Non-GAAP Free Cash Flow. The Board authorized a share buyback program totaling $3.0 billion, with buybacks expected to commence immediately, and declared a quarterly dividend of $0.30 per share payable March 31, 2026. For 2026, the company guided to a full year capital investment of $2.25 billion to $2.35 billion and total production of 620 to 645 MBOE/d. On the balance sheet, the company reported approximately $4.5 billion in total liquidity at December 31, 2025, Debt to EBITDA of 1.6 times and Debt to Adjusted EBITDA of 1.2 times. Following the close of the Anadarko disposition, the company expects Net Debt of approximately $3.6 billion. Proved reserves at year-end 2025 were 2.3 billion BOE.

Ovintiv 8-K/A Report, Executive Changes (Feb 20, 2026)

Ovintiv Inc. filed this Form 8-K to amend Item 5.02 of its Current Report filed January 29, 2026. That original filing reported that Gregory P. Hill had been appointed to the Board of Directors effective January 30, 2026, and at that time the Board had not determined his committee assignments. This amendment states that on February 15, 2026, the Board appointed Mr. Hill to the Corporate Responsibility and Governance Committee and the Environment, Health and Safety Committee, effective February 17, 2026. The filing is a governance update only. It does not report financial results, operational developments, or changes to compensation arrangements. Except for the committee appointments described here, the filing states that no other information in the Original Filing is amended. For investors, the significance is limited. The filing confirms board composition changes and the committee roles of the new director, which may be relevant to oversight of governance, corporate responsibility, and environment, health and safety matters.

Ovintiv 8-K Report, Regulation FD Disclosure (Feb 17, 2026)

Ovintiv Inc. (NYSE, TSX: OVV) announced on February 17, 2026 that it has entered into a definitive agreement to sell its Anadarko assets, located in Oklahoma, to an undisclosed buyer for cash proceeds of $3.0 billion. The sale includes approximately 360 thousand net acres, which the company describes as substantially all of its acreage in the play. Month-to-date February production is approximately 90 thousand barrels of oil equivalent per day, including about 27 thousand barrels per day of oil and condensate, about 240 million cubic feet per day of natural gas, and about 23 thousand barrels per day of natural gas liquids. The company expects the transaction to close early in the second quarter of 2026, with an effective date of January 1, 2026, subject to normal closing conditions and customary adjustments. Management, led by President and CEO Brendan McCracken, framed the sale as a significant milestone that focuses the portfolio, delivers on the company's debt target, and unlocks increased returns to shareholders. McCracken pointed to the Permian and Montney as the two most valuable plays in North America where the company has built its premium inventory. Ovintiv plans to issue full-year and first-quarter 2026 guidance and an updated shareholder return framework alongside its fourth-quarter and full-year 2025 results on February 23, 2026. Wells Fargo is serving as financial advisor and Kirkland & Ellis LLP as legal advisor on the transaction.

Ovintiv 8-K Report, Acquisition Completed (Feb 3, 2026)

On February 3, 2026, Ovintiv Inc. (NYSE, TSX: OVV) completed its acquisition of all issued and outstanding common shares of NuVista Energy Ltd. under an Arrangement Agreement dated November 4, 2025. The transaction was described in the company's news release as a cash and stock deal valued at $2.7 billion. Each NuVista shareholder could elect C$18.00 in cash per share, 0.344 of a share of Ovintiv common stock per share, or a combination, subject to proration. Aggregate consideration paid was C$1.57 billion in cash and 30,076,903 shares of Ovintiv common stock, with the cash funded by borrowings under Ovintiv Canada's Two-Year Term Credit Agreement dated November 25, 2025. Ovintiv also repaid NuVista's credit agreement obligations of C$219 million and redeemed NuVista's 7.875% senior unsecured notes due 2026 for C$166 million, funded by cash on hand and revolving credit facility borrowings. Holders of NuVista equity incentive awards not participating in the Arrangement received a total of C$72 million in cash. According to the news release, the acquisition is expected to add approximately 930 net 10,000-foot equivalent well locations and about 140,000 net acres (approximately 70% undeveloped) in the Alberta Montney, with full-year 2026 production from the acquired assets expected to average approximately 100 MBOE/d (about 25 Mbbls/d of oil and condensate). Management expects approximately $100 million in annual cost synergies and ties the deal to the planned divestiture of Ovintiv's Anadarko assets and to meeting or exceeding its debt target. Full-year and first-quarter 2026 guidance is expected with fourth-quarter and full-year 2025 results on February 23, 2026.

Ovintiv 8-K Report, Regulation FD Disclosure (Jan 30, 2026)

Ovintiv Inc. filed this Current Report on Form 8-K on January 30, 2026 to furnish a Regulation FD disclosure under Item 7.01. The filing announces that the company has fixed March 9, 2026 as the record date for determining holders of its common stock entitled to receive notice of and vote at its annual meeting of stockholders. That meeting is scheduled for Wednesday, May 6, 2026. The attached Exhibit 99.1 is a Notice of Annual Meeting of Stockholders and Notice of Record Date, addressed to Canadian securities regulatory authorities and copied to the Toronto Stock Exchange and New York Stock Exchange. It lists the common stock CUSIP (69047Q 102) and ISIN (US69047Q1022), confirms March 9, 2026 as both the record date for notice and voting and the beneficial ownership determination date, and states that notice-and-access delivery applies to both beneficial and registered holders. The company will pay for delivery of proxy materials to objecting beneficial owners, and it does not send proxy materials directly to non-objecting beneficial owners. The filing is administrative in nature and contains no financial results, guidance, or transactional disclosures. Its main relevance to investors is the timing of the annual meeting and the record date that determines which shareholders may vote.

Ovintiv 8-K Report, Executive Changes (Jan 29, 2026)

Ovintiv Inc. (NYSE: OVV; TSX: OVV) filed a Form 8-K on January 29, 2026 to report the appointment of Gregory P. Hill to its Board of Directors as an independent director, effective January 30, 2026. The Board has fixed the number of directors at twelve effective at the beginning of his term. Under Item 5.02, the filing states that Mr. Hill will enter into a customary indemnification agreement and will receive director compensation substantially in line with the company's non-employee director practices, as described in its March 20, 2025 Proxy Statement. The filing also states there are no arrangements or understandings under which he was selected, and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. According to the attached news release (Exhibit 99.1), Mr. Hill, 64, retired in 2025 as President, Worldwide Exploration & Production and Executive Vice President of Hess Corporation. The release describes more than four decades in the energy industry, including senior roles at Hess, Shell, and Aera Energy, and cites his experience with portfolio transformation and growth in Guyana, the Bakken, and the Gulf of America. Chairman Peter Dea said Hill's technical, operational, and strategic expertise will support the Board's work to enhance long-term shareholder value. For investors, this is a governance event rather than a financial one. The filing contains no financial results, guidance, or quantitative disclosures. Its significance lies in the addition of an experienced upstream operator to the Board.

Ovintiv 8-K Report, Regulation FD Disclosure (Jan 28, 2026)

Ovintiv Inc. (NYSE, TSX: OVV) disclosed under Item 7.01 (Regulation FD) that the Government of Canada has approved its previously announced acquisition of NuVista Energy Ltd. (TSX: NVA) under the Investment Canada Act. The deal, originally agreed on November 4, 2025, is structured as a stock-and-cash transaction effected by a plan of arrangement under the Business Corporations Act (Alberta), with Ovintiv Canada ULC, a wholly-owned Ovintiv subsidiary, as the acquirer. Per the joint press release furnished as Exhibit 99.1, the transaction previously received Competition Act (Canada) clearance, the Court of King's Bench of Alberta granted the Final Order, and NuVista shareholders approved the transaction on January 23, 2026. The transaction is expected to close on or about February 3, 2026, subject to satisfaction or waiver of other customary closing conditions. The filing is furnished rather than filed, and it includes standard forward-looking statement cautions. Key risks flagged include the possibility the deal is not completed on time or at all, the effect of pendency on stock prices, and the realization of anticipated benefits and synergies. The filing does not state transaction value, share exchange ratios, or pro forma financial effects.

Ovintiv 8-K Report, Regulation FD Disclosure (Jan 23, 2026)

Ovintiv Inc. (NYSE, TSX: OVV) disclosed under Item 7.01 that its previously announced acquisition of NuVista Energy Ltd. (TSX: NVA) advanced on January 23, 2026. NuVista shareholders approved the arrangement, with approximately 99% of votes cast in favour at the special meeting, and the Court of King's Bench of Alberta granted the Final Order. The transaction is a stock-and-cash deal under Alberta's Business Corporations Act, and it is expected to close shortly after receipt of approval under the Investment Canada Act, subject to other customary closing conditions. The joint press release, furnished as Exhibit 99.1, also reports preliminary results of shareholder consideration elections, which had a deadline of 4:30 pm Calgary time on January 21, 2026. Each NuVista share could be exchanged for C$18.00 in cash, 0.344 of an Ovintiv share, or a combination of both, subject to proration. Maximum aggregate cash consideration is approximately C$1.57 billion and maximum aggregate share consideration is approximately 30.1 million Ovintiv shares. Holders who made no valid election were deemed to receive 50% cash and 50% shares. Preliminary results show that holders electing all cash receive 100% cash, holders electing all shares receive approximately 58% shares and 42% cash, and non-electing or 50/50 holders receive approximately 71% cash and 29% shares. These results remain preliminary, and final allocations will follow the arrangement agreement dated November 4, 2025, as amended. The filing is furnished rather than filed for Exchange Act Section 18 purposes. Completion remains subject to closing conditions and regulatory approvals, and the forward-looking statements cite risks including timing, market reaction, and the value of Ovintiv shares to be issued.

Ovintiv 8-K Report, Regulation FD Disclosure (Dec 22, 2025)

Ovintiv Inc. filed this Form 8-K to furnish Regulation FD information tied to its pending acquisition of NuVista Energy Ltd. under an Arrangement Agreement dated November 4, 2025. The transaction is a stock-and-cash deal under the Business Corporations Act (Alberta) and is expected to close by the end of the first quarter of 2026. On December 22, 2025, NuVista began mailing its management information circular and proxy statement for the Arrangement, and this filing provides pro forma information that appears in that circular. The pro forma operational data shows the combined company's total proved reserves at 2,452.0 Mboe as of December 31, 2024, compared with 2,057.1 Mboe for Ovintiv historically and 395.0 Mboe for NuVista. Average daily production for the nine months ended September 30, 2025 is shown as 683.5 BOE/d pro forma, versus 611.5 BOE/d for Ovintiv and 72.0 BOE/d for NuVista. The filing notes that these reserves were prepared under U.S. Standards and that the pro forma figures are illustrative only. On the capitalization side, Ovintiv's total net capitalization as of September 30, 2025 is shown at $15,421 million actual and $18,278 million adjusted for the transaction. Short-term borrowings rise from $819 million to $2,502 million on a pro forma basis, driven by planned draws of US$1,126.7 million to fund the cash consideration and US$274 million to repay NuVista's notes and credit agreement. Ovintiv also issued 29,977,258 shares for the stock component, and the filing shows a pro forma share count of 283.3 million share units versus 253.3 million actual.

Ovintiv 8-K Report, Regulation FD Disclosure (Dec 16, 2025)

Ovintiv Inc. (NYSE, TSX: OVV) filed a Form 8-K furnishing a news release dated December 15, 2025, announcing that it has signed a 12-year agreement with a subsidiary of Pembina Pipeline Corporation for 0.5 million tonnes per annum (mtpa) of liquefaction capacity at the Cedar LNG facility. Under the agreement, Pembina will provide transportation and liquefaction capacity to Ovintiv, enabling the export of 0.5 mtpa of LNG. Commercial operations at Cedar LNG are anticipated in late 2028, with the term commencing at that point. The company describes the arrangement as a step in its strategy to expand market access and maximize the profitability of its Montney gas resource through participation in global LNG markets. Management states that it complements Ovintiv's existing portfolio of natural gas transportation arrangements and offers the shortest shipping distance from North America to Asian LNG markets via Canada's west coast. The filing furnishes the release under Regulation FD and states it is not deemed filed for purposes of Section 18 of the Exchange Act.

Ovintiv 8-K Report, Executive Changes (Dec 12, 2025)

Ovintiv Inc. (NYSE and TSX: OVV) furnished a Form 8-K on December 12, 2025 announcing a board leadership change. Peter Dea, who joined the Board in 2010 and has served as Chairman since 2020, notified the Board on December 10, 2025 that he will retire as a director upon adjournment of the Annual Meeting of Shareholders on May 6, 2026. His decision was not based on any disagreement with the Company on its operations, policies or practices. The Board unanimously elected Steven Nance as the next Chairman, effective upon Mr. Dea's retirement. Nance has served on the Ovintiv Board for six years and currently chairs the Environment, Health and Safety Committee. He is President and Manager of Steele Creek Energy, LLC, a private oil and gas investment firm, and brings over a decade of experience as a corporate director with expertise in governance, M&A and shareholder engagement. CEO Brendan McCracken said the Board looks forward to Nance's leadership and commitment to strong corporate governance. The filing is primarily a governance update rather than a financial disclosure. It contains no financial results or financial figures. The announcement is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Ovintiv 8-K Report, Material Agreement (Dec 1, 2025)

On November 25, 2025, Ovintiv Inc. entered into a Two-Year Term Credit Agreement with JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent, and the lenders party thereto. Ovintiv Canada ULC is the borrower and Ovintiv Inc. is the parent. The agreement provides for a term loan facility of up to $1.2 billion, to be funded on a date when conditions are satisfied or waived, including the substantially concurrent consummation of the NuVista Acquisition. The facility is intended to finance Ovintiv Canada's acquisition of all issued and outstanding common shares of NuVista Energy Ltd. not already owned by Ovintiv Canada. The loan matures on the second anniversary of the funding date and bears interest at either a base rate or Canadian prime rate plus a margin of 0.0 to 100.0 basis points, or at Term SOFR or Adjusted Term CORRA plus a margin of 100.0 to 200.0 basis points, with the margin depending on Ovintiv's credit ratings. Ovintiv guarantees Ovintiv Canada's obligations. The agreement includes a covenant that the ratio of consolidated debt to consolidated capitalization not exceed 60% at the end of each fiscal quarter. If an event of default occurs, the required lenders may terminate the commitments and accelerate repayment of outstanding borrowings. The filing also notes that certain lenders have performed, and may in the future perform, investment banking, financial advisory, lending, or commercial banking services for Ovintiv and its subsidiaries, for which they have received customary compensation. The full terms are set out in Exhibit 10.1, with certain annexes, schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.

Ovintiv 8-K Report, Material Agreement (Nov 7, 2025)

On November 4, 2025, Ovintiv Inc. (OVV), through its wholly-owned subsidiary Ovintiv Canada ULC, entered into an Arrangement Agreement with NuVista Energy Ltd. under which Ovintiv agreed to acquire all issued and outstanding NuVista common shares in a stock-and-cash transaction. The arrangement will be carried out under the Business Corporations Act (Alberta), and the boards of both companies have unanimously approved it. NuVista shareholders may elect to receive C$18.00 in cash per share, 0.344 of a share of Ovintiv common stock per share, or a combination, subject to pro-ration based on a maximum of C$1,568,577,429 in cash and a maximum of 29,977,258 Ovintiv shares. On a fully pro-rated basis, each NuVista share would represent approximately C$9.00 in cash and 0.172 of an Ovintiv share. Closing is subject to customary conditions, including approval by at least 66 2/3% of votes cast by NuVista shareholders, approval by the Court of King's Bench of Alberta, listing of the Ovintiv shares on the NYSE and TSX, and regulatory approvals under the Competition Act (Canada) and the Investment Canada Act. The agreement can be terminated by mutual consent or by either party under specified circumstances, with an outside date of May 4, 2026 that may be extended by three months if regulatory approvals are still pending. A C$130 million termination fee is payable by NuVista to Ovintiv Canada in certain circumstances, and a C$130 million reverse termination fee is payable by Ovintiv Canada to NuVista if the agreement is terminated in specified circumstances where regulatory approvals have not been received. The Ovintiv common stock issued in the transaction will be issued in reliance on the Section 3(a)(10) exemption from Securities Act registration, based on court approval of the arrangement terms. The filing also includes the full Arrangement Agreement as Exhibit 2.1, with certain annexes, schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.

Ovintiv 8-K Report, Regulation FD Disclosure (Nov 4, 2025)

Ovintiv Inc. (NYSE, TSX: OVV) announced on November 4, 2025 a definitive agreement to acquire NuVista Energy Ltd. in a stock-and-cash transaction valued at approximately $2.7 billion (C$3.8 billion), including approximately $215 million (C$300 million) of NuVista net debt and 18.5 million NuVista shares Ovintiv previously purchased. Ovintiv will pay C$18.00 per share for shares it does not already own, with consideration split 50% cash and 50% Ovintiv common stock, for a blended average price of approximately C$17.80 per share. The acquisition is expected to add approximately 140,000 net acres (about 70% undeveloped) and approximately 100 MBOE/d of 2026 production in the Alberta Montney, along with approximately 930 net 10,000-foot equivalent well locations. The transaction was unanimously approved by both boards and is expected to close by the end of the first quarter of 2026, subject to NuVista shareholder, court and other customary approvals. Management expects the deal to be immediately and long-term accretive, including approximately 10% Non-GAAP Free Cash Flow accretion and approximately $100 million in annual synergies. To fund the cash portion, Ovintiv has temporarily paused its share buyback program for two quarters and its bolt-on acquisition activity, while the base dividend is expected to remain unchanged. Ovintiv also plans to launch a divestiture process for its Anadarko assets in the first quarter of 2026, with proceeds directed to debt reduction, and expects Non-GAAP Net Debt to fall below its $4 billion target by year-end 2026, after which it plans to return a greater share of free cash flow to shareholders.

Ovintiv 8-K Report, Financial Results (Nov 4, 2025)

Ovintiv Inc. (NYSE, TSX: OVV) reported third quarter 2025 results on November 4, 2025, with net earnings of $148 million, or $0.57 per diluted share, including a non-cash ceiling test impairment of $108 million after tax ($0.42 per share diluted). Cash from operating activities was $812 million, Non-GAAP Cash Flow was $895 million, and capital expenditures were approximately $544 million, leaving Non-GAAP Free Cash Flow of $351 million. Third quarter average total production was 630 MBOE/d, and the company reduced Net Debt by $126 million during the quarter to approximately $5.187 billion. Ovintiv raised its full-year 2025 production guidance to 610 to 620 MBOE/d while maintaining full-year capital investment guidance at $2.125 billion to $2.175 billion. Full-year current tax expense guidance was reduced to $70 to $85 million, which the company attributes to internal restructuring and evolving U.S. tax guidelines. The company returned $235 million to shareholders in the quarter through base dividends and share buybacks, and its Board declared a quarterly dividend of $0.30 per share payable December 31, 2025 to holders of record on December 15, 2025. The company reported approximately $3.3 billion in total liquidity at September 30, 2025, Debt to EBITDA of 1.8 times and Non-GAAP Debt to Adjusted EBITDA of 1.2 times, and a long-term leverage target of 1.0 times Non-GAAP Debt to Adjusted EBITDA at mid-cycle prices. Regulatory approval was received for renewal of its NCIB program, allowing purchases of up to approximately 22.3 million shares over 12 months.

Ovintiv 8-K Report, Regulation FD Disclosure (Sep 29, 2025)

Ovintiv Inc. (NYSE, TSX: OVV) announced on September 29, 2025 that the Toronto Stock Exchange has accepted its notice to renew its normal course issuer bid (NCIB), allowing purchases of up to 22,287,709 common shares during the 12-month period from October 3, 2025 through October 2, 2026. The company states that the authorized number represents 10 percent of its public float as of September 26, 2025, as calculated under TSX rules. The renewal is described as consistent with Ovintiv's capital allocation framework, which returns at least 50 percent of post base dividend Non-GAAP Free Cash Flow to shareholders. The renewal also includes an automatic share purchase plan (ASPP) that lets the designated broker buy shares during blackout periods under pre-set instructions. Purchases may be made on the TSX, NYSE, other designated exchanges and alternative trading systems in Canada and the United States, and under Rule 10b-18. Repurchased shares may be cancelled or returned to treasury as authorized but unissued shares. Average daily TSX trading volume for the six months ended August 31, 2025 was 185,256 shares, which limits daily TSX purchases to 46,314 shares, other than block purchase exceptions. Under the expiring NCIB (October 3, 2024 to October 2, 2025), Ovintiv had authorized purchases of up to 25,920,545 shares and had purchased 7,836,011 shares at a weighted average price of US$38.80 per share. The filing is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Ovintiv 8-K Report, Financial Results (Jul 24, 2025)

Ovintiv Inc. (NYSE, TSX: OVV) reported second quarter 2025 results on July 24, 2025, with net earnings of $307 million, or $1.18 per diluted share, including net gains on risk management in revenues of $87 million before tax. Cash from operating activities was $1,013 million, Non-GAAP Cash Flow was $913 million, and capital expenditures were approximately $521 million, resulting in Non-GAAP Free Cash Flow of $392 million. Second quarter average total production was 615 MBOE/d, with production above the guidance range on every product. The company raised its full-year 2025 production guidance to 600 to 620 MBOE/d from 595 to 615 MBOE/d, and lowered its full-year capital investment guidance to $2.125 billion to $2.175 billion, $50 million lower at the midpoint. Management stated that, assuming $60 WTI and $3.75 NYMEX for the second half of the year, it now expects $1.65 billion of Free Cash Flow, up $150 million from its previous estimate. Net Debt was reduced by $217 million during the quarter to approximately $5.31 billion, and $223 million was returned to shareholders through base dividends and share buybacks. The Board declared a quarterly dividend of $0.30 per share, payable September 29, 2025 to holders of record on September 15, 2025. The company expects third-quarter share buybacks of approximately $158 million and states it will return at least 50% of post base dividend Non-GAAP Free Cash Flow to shareholders. Total liquidity was approximately $3.2 billion as of June 30, 2025, and Debt to EBITDA was 1.6 times.

Ovintiv 8-K Report, Regulation FD Disclosure (Jul 8, 2025)

Ovintiv Inc. filed a Form 8-K on July 8, 2025 under Item 7.01 (Regulation FD Disclosure). The filing states that, in connection with an investor field tour, the company posted a presentation on its website at www.ovintiv.com on that date. The company has furnished this information rather than filing it, so it is not subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into other filings unless specifically referenced. The filing itself contains no financial results, guidance, operational metrics, or other quantitative data. Its substance is limited to the existence and location of the investor presentation. Investors seeking the content of the presentation would need to review the materials posted on the company's website, as the filing does not describe them. For investors, the filing is primarily procedural: it signals that Ovintiv hosted an investor field tour and made related materials publicly available, consistent with the company's broader disclosure practices under Regulation FD.

Ovintiv 8-K Report, Financial Results (May 6, 2025)

Ovintiv Inc. (NYSE, TSX: OVV) reported first quarter 2025 results on May 6, 2025, with a net loss of $159 million, or $(0.61) per diluted share, which included a non-cash ceiling test impairment of $557 million after tax. Cash from operating activities was $873 million, Non-GAAP Cash Flow was $1,004 million, and Non-GAAP Free Cash Flow was $387 million after capital investment of approximately $617 million. Average total production was approximately 588 MBOE/d, and the company closed the acquisition of Montney assets for approximately $2.3 billion and the divestiture of Uinta assets for approximately $1.9 billion, both after preliminary closing adjustments. Management stated it is maintaining its 2025 capital plans, with full-year guidance of 595 to 615 MBOE/d of production and $2.15 billion to $2.25 billion of capital investment, and it has flexibility to lower capital if commodity prices deteriorate. The company said it has resumed share buybacks in the second quarter, expects to repurchase approximately $146 million after recovering a remaining transaction proceeds differential of $9 million, and repurchased about 1.2 million shares for $40 million in April. Ovintiv reported total liquidity of approximately $3.5 billion as of March 31, 2025, Debt to EBITDA of 1.6 times, and Non-GAAP Debt to Adjusted EBITDA of 1.2 times. The Board declared a quarterly dividend of $0.30 per share, payable June 30, 2025 to holders of record as of June 13, 2025. The filing furnishes the news release and supplemental financial information as Exhibits 99.1 and 99.2 and states that this information is not deemed filed for purposes of Section 18 of the Exchange Act.

Ovintiv 8-K Report, Executive Changes (May 5, 2025)

On May 5, 2025, Ovintiv Inc. (NYSE, TSX: OVV) reported the results of its 2025 Annual Meeting of Shareholders, held May 1, 2025. Shareholders elected all eleven nominees listed in the March 20, 2025 Proxy Statement as directors, approved the non-binding advisory vote on named executive officer compensation, approved the Third Amendment to the Omnibus Incentive Plan, and ratified PricewaterhouseCoopers LLP as independent auditors. The Third Amendment had previously been approved by the board subject to shareholder approval. The Omnibus Incentive Plan amendment received 198,139,344 votes for and 6,157,898 against (96.98% for, 3.01% against per the news release), with 239,175 abstentions. The advisory say-on-pay vote received 191,966,561 votes for (93.96%) and 12,334,085 against (6.03%). Director votes were generally strong, with most nominees receiving well over 95% support; Peter A. Dea (95.40%) and Thomas G. Ricks (95.19%) received the lowest support among the nominees. The filing also lists exhibits including the Third Amendment, Form of RSU, PSU and Director RSU Grant Agreements (management compensatory arrangements), and a news release dated May 5, 2025 announcing the meeting results.

Ovintiv 8-K/A Report, Executive Changes (Feb 27, 2025)

This Form 8-K/A amends Ovintiv Inc.'s (OVV) Item 5.02 disclosure from its Current Report filed January 27, 2025. The original filing reported that Terri G. King had been appointed to the Board of Directors effective January 31, 2025, but at that time the Board had not yet decided on her committee assignments. This amendment states that on February 21, 2025, the Board appointed Ms. King to the Environment, Health and Safety Committee and the Reserves Committee, effective February 21, 2025. The filing states that no other information in the original report is amended. The amendment is administrative in nature and contains no financial results, operating metrics, or guidance. Its relevance for investors is limited to governance: it confirms the new director's committee roles, including the Reserves Committee, which oversees reserves-related matters, and the Environment, Health and Safety Committee.

Ovintiv 8-K Report, Financial Results (Feb 26, 2025)

Ovintiv Inc. (NYSE, TSX: OVV) reported fourth quarter and full year 2024 results on February 26, 2025. For full year 2024, the company generated cash from operating activities of $3.7 billion, Non-GAAP Cash Flow of $4.0 billion and Non-GAAP Free Cash Flow of $1.7 billion after capital expenditures of $2.3 billion. Net earnings were $1.1 billion, or $4.21 per share diluted, including a $350 million after-tax non-cash ceiling test impairment. Average production was 585 MBOE/d. Fourth quarter results were weaker, with a net loss of $60 million, or ($0.23) per share diluted, including the same $350 million after-tax impairment, and Non-GAAP Free Cash Flow of $452 million. The company completed two portfolio moves: the acquisition of oil-rich Montney assets for approximately $2.3 billion before closing adjustments (closed January 31, 2025), and the sale of its Uinta assets for approximately $2.0 billion before closing adjustments (closed January 22, 2025). Management provided 2025 guidance of a capital program of $2.15 to $2.25 billion and total production of 595 to 615 MBOE/d, with first-quarter production expected to be the low point of the year. The share buyback program was paused to fund $377 million for the Montney acquisition, with buybacks expected to resume in the second quarter of 2025. The board declared a quarterly dividend of $0.30 per share, payable March 31, 2025 to holders of record on March 14, 2025. Year-end total debt was $5.45 billion, with total liquidity of approximately $3.6 billion and Debt to Adjusted EBITDA of 1.2 times. The company reiterated a long-term leverage target of 1.0 times Non-GAAP Debt to Adjusted EBITDA at mid-cycle prices.

Ovintiv 8-K Report, Executive Changes (Feb 25, 2025)

Ovintiv Inc. disclosed in this Form 8-K, filed February 25, 2025, that Suzanne P. Nimocks notified the Board of Directors on February 19, 2025 that she will not stand for re-election as a director at the Corporation's 2025 Annual Meeting of Shareholders. The filing states that her decision was not based on any disagreement with the Corporation on matters relating to its operations, policies or practices. The Board intends to fix the number of directors at eleven, effective at the end of Ms. Nimocks's term. The Corporation thanked her for her service. The filing reports no financial results, operational updates or other financial figures. For investors, this is a routine board-composition change disclosed under Item 5.02. It is not a financial event, and the filing gives no indication of a governance dispute.

Ovintiv 8-K/A Report, Exhibit Filing (Feb 4, 2025)

Ovintiv Inc. filed this Form 8-K/A to amend its Original Form 8-K filed January 31, 2025, which reported that Ovintiv and its wholly-owned subsidiary Ovintiv Canada ULC completed the acquisition of approximately 109,000 net acres in the Montney formation from Paramount Resources Ltd. (the "Montney Acquisition"). This amendment provides the statements of revenue and expenses for the acquired properties (Karr, Wapiti and Zama) and the unaudited pro forma financial information required by Item 9.01. No other changes to the Original Form 8-K are made. According to the filing, the purchase agreement dated November 13, 2024 provided for undivided interests in Montney assets in northwest Alberta for approximately $2.307 billion (C$3.325 billion), subject to closing adjustments. The acquisition added approximately 900 net 10,000 foot well locations and the 109,000 net acres. The proceeds of approximately $2.0 billion, before closing adjustments, from the sale of Ovintiv's Uinta oil and gas properties (closed January 22, 2025) were used to fund the acquisition, with the remainder financed using short-term borrowings. The preliminary total cost of the acquisition is $2,871 million, including $2,475 million of proved and unproved property and a $396 million operating lease asset, and the accounting is subject to revision at March 31, 2025. The acquired properties' statements show petroleum and natural gas sales of C$1,445.8 million and revenue of C$1,228.4 million for 2023 (audited), compared with C$922.2 million of sales and C$774.6 million of revenue for the nine months ended September 30, 2024 (unaudited). Operating income for the nine months ended September 30, 2024 was C$457.2 million, versus C$820.0 million for 2023. The pro forma nine-month 2024 combined statement shows total revenues of $7,067 million and net earnings of $1,198 million, compared with historical Ovintiv figures of $6,964 million and $1,185 million. The seller, Paramount, has agreed to sell the Karr, Wapiti and Zama assets, with closing expected in the first quarter of 2025.

Ovintiv 8-K Report, Agreement Terminated (Jan 31, 2025)

On January 31, 2025, Ovintiv Inc. (NYSE, TSX: OVV) completed its acquisition of certain Montney assets from Paramount Resources Ltd., under a Purchase Agreement entered into on November 13, 2024. The OVV Buyer, a wholly-owned subsidiary (Ovintiv Canada ULC), acquired approximately 109,000 net acres in the Montney formation in Canada. Aggregate consideration was CAD$3.325 billion in cash, funded with cash on hand (including proceeds from short-term borrowings and proceeds from the divestiture of certain oil and gas assets in Duchesne and Uinta Counties, Utah), plus the conveyance to the Seller of certain OVV Buyer oil and gas assets in the Horn River basin in British Columbia. The press release furnished with the filing states the acquisition adds approximately 70 thousand barrels of oil equivalent per day (MBOE/d) of production and 900 net 10,000 foot equivalent well locations. Management described the asset as one of the highest quality undeveloped acreage positions in North America, extending Montney oil and condensate inventory life to approximately 15 years. The company said the transaction, combined with the recently closed Uinta asset sale, is accretive immediately and long-term, and expects 2025 Non-GAAP Free Cash Flow to increase by approximately $300 million at current commodity strip pricing. The filing also reports that the Credit Agreement dated December 10, 2024, a Two-Year Term Credit Agreement with JPMorgan Chase Bank, N.A. as Administrative Agent, which was intended to partially finance the cash consideration, terminated on January 31, 2025. The release states that at closing, the purchase price is approximately $2.307 billion, with realized losses on currency swaps of approximately $97 million. Full-year and first-quarter 2025 guidance is expected with fourth-quarter and full-year 2024 results on February 26, 2025.

Ovintiv 8-K Report, Regulation FD Disclosure (Jan 31, 2025)

Ovintiv Inc. filed a Form 8-K on January 31, 2025 under Item 7.01 (Regulation FD Disclosure) to announce that its Board has fixed March 4, 2025 as the record date for stockholders entitled to receive notice of and vote at its annual meeting. The annual meeting is scheduled for Thursday, May 1, 2025. The filing contains no financial results, operating metrics, or guidance. The accompanying Exhibit 99.1 is a Notice of Meeting and Record Date addressed to Canadian securities regulatory authorities, the Toronto Stock Exchange, and the New York Stock Exchange. It confirms that the securities entitled to notice and vote are common stock (CUSIP 69047Q 102, ISIN US69047Q1022), that the beneficial ownership determination date is also March 4, 2025, and that notice-and-access requirements apply to both beneficial and registered holders. The company is not sending proxy materials directly to non-objecting beneficial owners but is paying for delivery to objecting beneficial owners. For investors, this filing is administrative. It is relevant mainly to shareholders who want to confirm their voting eligibility as of the record date. The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act.

Ovintiv 8-K Report, Executive Changes (Jan 27, 2025)

Ovintiv Inc. (NYSE: OVV; TSX: OVV) filed this Current Report on Form 8-K on January 27, 2025 to disclose the appointment of Terri G. King to its Board of Directors, effective January 31, 2025. The Board has fixed the number of directors at twelve effective at the beginning of her term. The filing is a governance update and does not report financial results, earnings, or operating metrics. King, 63, is described as an independent director. She retired from ConocoPhillips in 2023 as Chief Commercial Officer and Vice President, after a career that included roles as President, Lower 48; President, Europe & North Africa; President, United Kingdom; and General Manager of Global Production. She holds a Bachelor of Science in engineering science from Trinity University, an MBA from the University of Houston, and is a licensed Professional Engineer. The filing states that King will enter into a customary indemnification agreement consistent with those of the other directors and will receive director compensation substantially in line with the company's non-employee director practices described in its March 21, 2024 proxy statement. The filing states there are no arrangements or understandings under which she was selected, and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. The company describes this as its third new independent director in as many years, under an ongoing board refreshment process.

Ovintiv 8-K Report, Agreement Terminated (Jan 22, 2025)

Ovintiv Inc. (NYSE, TSX: OVV) filed this Current Report to disclose two transactions closing on January 22, 2025. First, the commitments under the Asset-Sale Term Credit Agreement dated December 10, 2024, which was intended to partially finance the Montney Acquisition from Paramount Resources Ltd., terminated upon completion of the Divestiture. Second, Ovintiv USA Inc. and Ovintiv Royalty Holdings LLC, both wholly-owned subsidiaries, completed the sale of substantially all their oil and gas assets in Duchesne and Uinta Counties, Utah, and certain interests in Wasatch County, Utah, to FourPoint Resources, LLC. The filing's accompanying news release describes the sale as an all-cash transaction for approximately $2 billion. Management stated in the release that the sale builds on the company's track record of unlocking value from non-core assets while focusing its portfolio and extending inventory runway in its core areas. The company also reiterated that its previously announced acquisition of Alberta Montney assets from Paramount Resources Ltd. is expected to close before the end of the first quarter. For investors, the key points are the completed $2 billion divestiture, the termination of the acquisition-related credit facility, and the expected timing of the Montney closing. The Item 7.01 disclosure and Exhibit 99.1 are furnished rather than filed under the Exchange Act.

Ovintiv 8-K Report, Material Agreement (Dec 12, 2024)

On December 10, 2024, Ovintiv Inc. (OVV) entered into two term credit agreements with JPMorgan Chase Bank, N.A., as administrative agent: a 364-day Asset-Sale Term Credit Agreement for $1.5 billion and a Two-Year Term Credit Agreement for $1.0 billion. Both are intended to partially finance Ovintiv's previously announced acquisition of assets from Paramount Resources Ltd. (the Montney Acquisition), and funding is conditioned on, among other things, the prior or substantially concurrent consummation of that acquisition. Ovintiv Canada ULC, a wholly owned subsidiary, guarantees the obligations. The facilities carry a covenant that Ovintiv's ratio of consolidated debt to consolidated capitalization not exceed 60% as of each fiscal quarter end. The company also amended its existing U.S. Credit Agreement and its Canadian Credit Agreement, each extending the maturity of commitments to December 10, 2029. The U.S. amendment was made with Ovintiv as borrower and Ovintiv Canada as guarantor, and the Canadian amendment with Ovintiv Canada as borrower, Ovintiv as guarantor, and the Royal Bank of Canada as administrative agent. For investors, the key items are the new acquisition financing of up to $2.5 billion in aggregate and the extension of the existing revolving credit commitments to 2029. The filing states that certain annexes, schedules and exhibits were omitted under Item 601(a)(5) of Regulation S-K, and the full agreements are filed as Exhibits 10.1 through 10.4.

Ovintiv 8-K Report, Material Agreement (Nov 14, 2024)

On November 13, 2024, Ovintiv Inc. (OVV) and its subsidiary Ovintiv Canada ULC agreed to acquire upstream oil and gas assets and midstream gathering and processing assets in the Grande Prairie and Zama regions of Alberta from Paramount Resources Ltd. for CAD$3.325 billion in cash (about $2.377 billion, per the press release), subject to customary closing adjustments. The Montney acquisition, which has an October 1, 2024 economic effective date, also involves conveying certain Horn River basin assets in British Columbia to the seller. Closing requires customary conditions and Competition Act and Investment Canada Act approvals, with an outside date of April 30, 2025 that may be extended. The company has committed bridge financing of $2.5 billion from JPMorgan Chase Bank and Morgan Stanley Senior Funding and intends to fund the cash consideration mainly with cash on hand, Uinta sale proceeds and new debt. Concurrently, Ovintiv agreed to sell substantially all of its Uinta Basin oil and gas assets in Utah to FourPoint Resources, LLC for $2.0 billion in cash, with closing expected January 22, 2025. The company says the combined transactions will increase 2025 Non-GAAP Free Cash Flow by about $300 million at current strip pricing and generate about $125 million in annual cost synergies. Ovintiv states it will maintain an investment grade balance sheet, with Non-GAAP Net Debt of about $5.65 billion as of October 31, 2024, and has temporarily paused share buybacks until roughly $377 million of temporary financing is recovered, with buybacks expected to resume in the second quarter of 2025 and the base dividend unchanged. The press release describes the Montney assets as about 109,000 net acres producing approximately 70 MBOE/d, with roughly 900 net well locations, about 600 of them premium return locations. Ovintiv's 2025 outlook after the transactions calls for about 205 Mbbls/d of oil and condensate, about 620 MBOE/d total, and capital investment of approximately $2.2 billion.

Ovintiv 8-K Report, Financial Results (Nov 7, 2024)

Ovintiv Inc. (NYSE, TSX: OVV) reported third quarter 2024 results on November 7, 2024, with net earnings of $507 million, or $1.92 per diluted share, and cash from operating activities of $1,022 million. Non-GAAP Cash Flow was $978 million and Non-GAAP Free Cash Flow was $440 million after capital expenditures of $538 million. Third quarter average total production was 593 MBOE/d, above the high end of guidance on every product. Net earnings included a $150 million gain related to the settlement of a legacy asset disposition and $128 million of net gains on risk management in revenues, before tax. The company raised its full-year 2024 production guidance to 583 to 587 MBOE/d and narrowed its full-year capital investment range to $2.275 billion to $2.325 billion, with the midpoint unchanged at $2.3 billion. Fourth-quarter guidance calls for production of 575 to 595 MBOE/d and capital investment of $525 million to $575 million. Total debt was reduced by $210 million to $5.88 billion during the quarter, and Non-GAAP Debt to Adjusted EBITDA was 1.2 times. The company expects about $150 million of cash from a legacy asset disposition settlement in the fourth quarter, to be applied entirely to debt repayment. Ovintiv returned $240 million to shareholders in the quarter through base dividends and share buybacks, and its Board declared a quarterly dividend of $0.30 per share, payable December 31, 2024 to holders of record on December 13, 2024. The company stated that it remains committed to returning at least 50% of post base dividend Non-GAAP Free Cash Flow to shareholders through buybacks and/or variable dividends, and it expects fourth-quarter share buybacks of approximately $181 million.

Ovintiv 8-K Report, Regulation FD Disclosure (Oct 9, 2024)

Ovintiv Inc. filed a Form 8-K under Item 7.01 (Regulation FD Disclosure) reporting that, on October 9, 2024, in connection with an investor field tour, it posted a presentation on its website at www.ovintiv.com. The filing itself does not disclose financial results, guidance, or other quantitative figures; its substance is limited to the existence of the investor presentation. Under Item 7.01, the information furnished is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into Securities Act of 1933 filings unless expressly stated. The filing's primary significance for investors is that it points them to the company's investor field tour materials, which the filing does not describe in detail. Investors seeking the substance of the presentation, such as operational, financial, or strategic details, would need to review the posted presentation itself on the company's website, as the 8-K does not summarize its contents.

Ovintiv 8-K Report, Regulation FD Disclosure (Sep 26, 2024)

On September 26, 2024, Ovintiv Inc. (NYSE, TSX: OVV) furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) announcing that the Toronto Stock Exchange accepted its notice to renew its normal course issuer bid (NCIB). The renewed program allows the company to purchase up to 25,920,545 common shares during the 12-month period from October 3, 2024 to October 2, 2025, which the filing states represents 10 percent of Ovintiv's public float as of September 20, 2024. The company said the buyback is consistent with its capital allocation framework, which returns at least 50 percent of post base dividend Non-GAAP Free Cash Flow to shareholders. The company also renewed its automatic share purchase plan (ASPP), which lets its designated broker buy shares under the NCIB during regulatory restrictions and customary self-imposed blackout periods. Purchases will be made on the TSX, NYSE, other designated exchanges and alternative trading systems, subject to Rule 10b-18. Daily TSX purchases are limited to 27,639 shares, based on average daily trading volume of 110,556 shares over the most recent six months, other than block purchase exceptions. Under the expiring NCIB (October 3, 2023 to October 2, 2024), Ovintiv had purchased 12,747,485 common shares at a weighted average price of US$46.44 per share, against an approved maximum of 26,734,819 shares. The filing notes that repurchases on U.S. marketplaces above 5 percent of outstanding shares are permitted under a 2022 exemption order, and it refers readers to the 2024 second-quarter Form 10-Q for the other conditions.

Ovintiv 8-K Report, Financial Results (Jul 30, 2024)

Ovintiv Inc. (NYSE, TSX: OVV) reported second quarter 2024 results on July 30, 2024, with net earnings of $340 million, or $1.27 per diluted share, and cash from operating activities of $1,020 million. Non-GAAP Cash Flow was $1,025 million and Non-GAAP Free Cash Flow was $403 million after capital expenditures of $622 million. Second quarter average total production was 594 MBOE/d, and the company returned $262 million to shareholders through base dividends and share buybacks during the quarter. Management raised its full-year 2024 total production guidance to 570 to 580 MBOE/d from 545 to 575 MBOE/d, and narrowed full-year capital investment guidance to $2.25 billion to $2.35 billion, with the midpoint unchanged at $2.3 billion. The company said it expects approximately $1.9 billion of Non-GAAP Free Cash Flow in 2024. Third-quarter guidance calls for 565 to 580 MBOE/d of production and $530 to $570 million of capital investment. Ovintiv reported Debt to EBITDA of 1.2 times and Debt to Adjusted EBITDA of 1.2 times, with approximately $3.1 billion of total liquidity as of June 30, 2024. The Board declared a quarterly dividend of $0.30 per share, payable September 27, 2024 to holders of record on September 13, 2024. Share buybacks in the third quarter are expected to total approximately $162 million.

Ovintiv 8-K Report, Shareholder Vote Results (May 7, 2024)

Ovintiv Inc. (NYSE, TSX: OVV) reported the results of its 2024 Annual Meeting of Shareholders, held May 2, 2024, as described in a Form 8-K filed May 7, 2024. All eleven director nominees named in the Proxy Statement filed March 21, 2024 were elected. Among them, Suzanne P. Nimocks and Thomas G. Ricks received the most opposition, with 11,604,010 and 11,525,314 shares voted against, respectively, while Sippy Chhina received the strongest support at 200,244,944 shares for. Shareholders also approved, on a non-binding advisory basis, the compensation of the named executive officers, with 193,170,054 shares voted for and 7,326,219 against. Shareholders additionally ratified PricewaterhouseCoopers LLP as the company's independent auditors, with 214,298,281 shares voted for and 6,792,132 against. The filing reports 20,538,660 broker non-votes on the director and say-on-pay items, and none on the auditor ratification. The filing incorporates by reference a news release dated May 6, 2024 (Exhibit 99.1), which restates the same voting results and reports the percentage of votes for and against each matter.

Ovintiv 8-K Report, Financial Results (May 7, 2024)

Ovintiv Inc. (NYSE, TSX: OVV) reported first quarter 2024 results on May 7, 2024, with net earnings of $338 million, or $1.24 per diluted share, and cash from operating activities of $659 million. Non-GAAP Cash Flow was $1,035 million and Non-GAAP Free Cash Flow was $444 million after capital expenditures of $591 million. First quarter production averaged 574 MBOE/d, including 211 Mbbls/d of oil and condensate, 88 Mbbls/d of other NGLs and 1,648 MMcf/d of natural gas. Realized prices including hedges were $37.84 per BOE, and net losses on risk management were $54 million before tax. The company raised its full-year 2024 production guidance to 560 to 575 MBOE/d while leaving full-year capital guidance unchanged at $2.2 billion to $2.4 billion. Management also raised its expectation for 2024 Non-GAAP Free Cash Flow from $1.6 billion to $1.9 billion. In the quarter, Ovintiv returned $328 million to shareholders through $248 million of share buybacks and about $80 million of base dividends, and expects second-quarter buybacks of approximately $182 million. The Board declared a quarterly dividend of $0.30 per share, payable June 28, 2024 to holders of record on June 14, 2024. Balance sheet metrics were stable, with approximately $3.0 billion of total liquidity at March 31, 2024, Non-GAAP Debt to Adjusted EBITDA of 1.3 times, and long-term debt including current portion of $6,198 million. The company stated it is rated investment grade by four credit rating agencies and targets a long-term leverage ratio of 1.0 times at mid-cycle prices. The filing also includes the 2023 Sustainability Report release and a conference call on May 8, 2024.

Ovintiv 8-K Report, Executive Changes (Mar 8, 2024)

Ovintiv Inc. (OVV) filed this Form 8-K under Item 5.02 to report an executive departure. On March 7, 2024, the company announced it will eliminate the role of Executive Vice-President, Midstream, Marketing & Fundamentals, and Renee E. Zemljak will no longer serve in that role effective April 1, 2024. Under a transition services and separation agreement entered into on March 7, 2024, Ms. Zemljak will remain a non-officer Senior Advisor through December 1, 2024 (the Transition Period) and will retire at the end of that period. During the Transition Period she will keep her annual base salary and benefit plan participation, and her previously granted equity awards will continue to vest under their existing terms, though she will not receive new equity awards. At the conclusion of the Transition Period she will receive a lump-sum severance payment of $2,075,090, and the agreement includes a customary general release of claims in favor of the company. The full agreement will be filed as an exhibit to the Form 10-Q for the quarter ending March 31, 2024.

Ovintiv 8-K Report, Financial Results (Feb 27, 2024)

Ovintiv Inc. (NYSE, TSX: OVV) reported fourth quarter and full year 2023 results on February 27, 2024, as described in a news release (Exhibit 99.1) and selected and supplemental financial information (Exhibit 99.2). For full year 2023, the company generated net earnings of $2.085 billion ($7.90 per diluted share), cash from operating activities of $4.167 billion, Non-GAAP Cash Flow of $3.899 billion and Non-GAAP Free Cash Flow of $1.155 billion after capital expenditures of $2.744 billion. Fourth quarter net earnings were $856 million ($3.11 per diluted share), with Non-GAAP Free Cash Flow of $577 million. Full year production averaged 566 MBOE/d, and the company reported exceeding the high end of its full year production guidance on every product. The company returned $733 million to shareholders in 2023 through dividends and buybacks, and reduced total debt by $426 million in the fourth quarter. For 2024, Ovintiv plans a capital program of approximately $2.2 to $2.4 billion, with full year production guidance of 545 to 575 MBOE/d, including 202 to 208 Mbbls/d of oil and condensate. The company expects first quarter 2024 to be the production high point of the year, and it expects a greater than 18% improvement in capital efficiency for its oil and condensate production versus its original 2023 guidance. The company stated it generated about $450 million more free cash flow expected in 2024 than in 2023 based on its CEO's comments in the release. Its balance sheet included total debt of $5.7 billion, a Non-GAAP Debt to Adjusted EBITDA ratio of 1.3 times, and a quarterly dividend of $0.30 per share declared February 27, 2024.

Ovintiv 8-K/A Report, Executive Changes (Feb 23, 2024)

Ovintiv Inc. filed this Form 8-K on February 23, 2024 as an amendment to its Item 5.02 report from January 11, 2024. The original filing reported that Sippy Chhina had been appointed to the Board of Directors of Ovintiv Inc. effective January 15, 2024, but did not yet include committee assignments. This amendment states that on February 22, 2024, the Board appointed Ms. Chhina to the Audit Committee and the Reserves Committee effective February 22, 2024. The filing is governance-focused and contains no financial results, guidance, or operating metrics. Its only substantive update is the committee appointments, which place a new director on the Audit Committee, responsible for financial oversight, and the Reserves Committee, which oversees reserves matters for an oil and gas company. Except for these committee assignments, the filing states that no other information in the original report is amended. For investors, this is a routine board-composition update with limited financial significance. It is most relevant for those tracking board refreshment and committee oversight at Ovintiv.

Ovintiv 8-K Report, Executive Changes (Feb 23, 2024)

Ovintiv Inc. reported in this Form 8-K, filed February 23, 2024, that Lee A. McIntire, a director, notified the Board of Directors on February 20, 2024 that he will retire as a director at the end of his current term and will not stand for re-election at the Corporation's 2024 Annual Meeting of Stockholders. The filing states that his decision was not based on any disagreement with the Corporation on any matter relating to its operations, policies or practices. The Board intends to fix the number of directors at eleven effective the end of Mr. McIntire's term. The Corporation thanked him for his service. The filing contains no financial results, guidance, or other operating information. For investors, the filing is a routine board-composition change. It signals a planned reduction in board size from the current structure to eleven seats once Mr. McIntire's term ends, with no dispute or disagreement cited as the reason for his departure.