01—Abstract
Summary
Summary of the 8-K filed September 29, 2025. Cited figures are marked; the original filing is the authoritative source.
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$38.80a per share. The filing is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.
02—Key points
Key Highlights
- TSX accepted the renewal of Ovintiv's normal course issuer bid for up to 22,287,709 common shares, effective October 3, 2025 through October 2, 2026.
- The authorized repurchase amount equals 10 percent of Ovintiv's public float as of September 26, 2025, under TSX rules.
- The renewal is consistent with a capital allocation framework that returns at least 50 percent of post base dividend Non-GAAP Free Cash Flow to shareholders.
- An automatic share purchase plan was renewed, allowing purchases during regulatory restrictions and customary self-imposed blackout periods.
- Daily TSX purchases are limited to 46,314 shares, based on average daily trading volume of 185,256 shares for the six months ended August 31, 2025, other than block purchase exceptions.
- Under the expiring NCIB, Ovintiv purchased 7,836,011 shares at a weighted average price of US$38.80 per share, against an authorization of 25,920,545 shares.
- Repurchases on U.S. marketplaces above the 5 percent Canadian threshold are permitted under an NCIB exemption renewed on June 5, 2025.
03—Questions
Frequently Asked Questions
How many shares can Ovintiv repurchase under the renewed buy-back program?
Ovintiv may purchase up to 22,287,709 common shares during the 12-month period commencing October 3, 2025, and ending October 2, 2026. The filing states this equals 10 percent of its public float as of September 26, 2025.
What is the Automatic Share Purchase Plan and why does it matter?
The ASPP lets Ovintiv instruct its designated broker during non-blackout periods to buy shares under the NCIB even when the company would ordinarily be restricted, such as during regulatory restrictions and customary self-imposed blackout periods. The instructions cannot be varied or suspended during the blackout period, and all ASPP purchases count toward the NCIB total.
Where and how will the shares be bought?
Purchases will be made on the open market through the TSX, NYSE, other designated exchanges and alternative trading systems in Canada and the United States, at the market price at the time of acquisition, and by other means permitted under exchange rules and securities laws, including Rule 10b-18.
How did Ovintiv perform under the expiring buy-back program?
Under the NCIB covering October 3, 2024 to October 2, 2025, Ovintiv was authorized to buy up to 25,920,545 shares and had purchased 7,836,011 shares at a weighted average price of US$38.80 per share, as stated in the filing.
How does the buy-back relate to Ovintiv's capital returns policy?
The company says the renewal 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 filing notes that its ability to generate sufficient cash flow to fund the NCIB is a risk factor.
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