6-K
CENOVUS ENERGY INC. (CVE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For February 2026
Commission File Number: 1-34513
CENOVUS ENERGY INC.
(Translation of registrant’s name into English)
4100, 225 6 Avenue S.W.
Calgary, Alberta, Canada T2P 1N2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit Index to this Form 6-K.
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.
Date: February 19, 2026
| CENOVUS ENERGY INC. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/ Amanda D. Pankiw | |
| --- | --- | --- |
| Name: | Amanda D. Pankiw | |
| Title: | Assistant Corporate Secretary |
Form 6-K Exhibit Index
| Exhibit No. | |
|---|---|
| 99.1 | News Release dated February 19, 2026 |
| 99.2 | Interim Consolidated Financial Statement (unaudited) for the period ended December 31, 2025 |
Document
| Exhibit 99.1 | |
|---|---|
| News release |  |
Cenovus announces fourth-quarter and full-year 2025 results
Calgary, Alberta (February 19, 2026) – Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced its fourth-quarter and full-year 2025 financial and operating results. In the quarter, the company generated approximately $2.4 billion in cash from operating activities, $2.7 billion of adjusted funds flow and $1.3 billion of free funds flow. Operating results in the quarter included record Upstream production of 917,900 barrels of oil equivalent per day (BOE/d)1 and Downstream crude throughput of 465,500 barrels per day (bbls/d), representing an overall utilization rate of 98%.
Highlights
•Upstream production of 917,900 BOE/d in the fourth quarter, an increase of 5%2 from the prior year excluding the impact of production associated with the acquisition of MEG Energy Corp. (MEG). Production ended the year at a monthly record rate of over 970,000 BOE/d in December.
•Achieved record quarterly Oil Sands production of 726,600 BOE/d including record rates at Foster Creek and Sunrise.
•Sustained strong Downstream performance, with fourth-quarter crude throughput of 465,500 bbls/d, representing utilization of 98% and U.S. Refining adjusted market capture of 106%.
•Completed the Foster Creek optimization project, delivering incremental production of approximately 30,000 bbls/d ahead of schedule.
•Completed the acquisition of MEG in the fourth quarter, and materially progressed integration and initial synergy capture initiatives. Cenovus continues to expect to deliver $150 million of annual synergies in 2026 and 2027, growing to over $400 million annually in 2028 and beyond.
•Returned $1.1 billion to shareholders in the fourth quarter, including $714 million through common share purchases and $380 million through common and preferred share dividends.
"Our talented people and industry‑leading assets delivered an exceptional year for Cenovus in 2025, marked by record Upstream production, strong Downstream performance and the value-enhancing, strategic acquisition of MEG,” said Jon McKenzie, Cenovus President & Chief Executive Officer. “Through disciplined growth and operational execution, we are well positioned to continue delivering sustainable value for our shareholders while advancing our long‑term strategy.”
Financial summary
| ($ millions, except per share amounts) | 2025 Q4 | 2025 Q3 | 2024 Q4 | 2025 FY | 2024 FY |
|---|---|---|---|---|---|
| Cash from (used in) operating activities | 2,408 | 2,131 | 2,029 | 8,228 | 9,235 |
| Adjusted funds flow3 | 2,674 | 2,466 | 1,601 | 8,871 | 8,164 |
| Per share (diluted)3 | 1.46 | 1.38 | 0.87 | 4.87 | 4.38 |
| Capital investment | 1,360 | 1,154 | 1,478 | 4,907 | 5,015 |
| Free funds flow3 | 1,314 | 1,312 | 123 | 3,964 | 3,149 |
| Excess free funds flow3 | (1,597) | 745 | (416) | (785) | 1,297 |
| Net earnings (loss) | 934 | 1,286 | 146 | 3,930 | 3,142 |
| Per share (diluted) | 0.50 | 0.72 | 0.07 | 2.15 | 1.67 |
| Long-term debt, including current portion | 11,032 | 7,156 | 7,534 | 11,032 | 7,534 |
| Net debt | 8,292 | 5,255 | 4,614 | 8,292 | 4,614 |
CENOVUS ENERGY NEWS RELEASE | 1
Production and throughput
| (before royalties, net to Cenovus) | 2025 Q4 | 2025 Q3 | 2024 Q4 | 2025 FY | 2024 FY |
|---|---|---|---|---|---|
| Oil and NGLs (bbls/d)1 | 774,500 | 684,700 | 670,600 | 688,800 | 653,800 |
| Conventional natural gas (MMcf/d)1 | 860.4 | 889.5 | 873.3 | 872.4 | 860.2 |
| Total Upstream production (BOE/d)1 | 917,900 | 832,900 | 816,000 | 834,200 | 797,200 |
| Total downstream crude throughput (bbls/d)1 | 465,500 | 710,700 | 666,700 | 626,600 | 646,900 |
1 See Advisory for production by product type and by operating segment.
2 Percentage change when comparing the fourth quarter of 2024 to the fourth quarter of 2025, excluding incremental production as a result of the MEG acquisition.
3 Non-GAAP financial measure or contains a non-GAAP financial measure. See Advisory.
Fourth-quarter results
Operating1
Cenovus’s total revenues were $10.9 billion in the fourth quarter, down from $13.2 billion in the third quarter of 2025. Upstream revenues were $7.6 billion, an increase from $6.7 billion in the previous quarter, while Downstream revenues were $5.3 billion, a decrease from $8.4 billion in the third quarter.
Total operating margin4 was $2.8 billion, compared with $3.0 billion in the previous quarter. Upstream operating margin5 was $2.6 billion, in line with the third quarter as a result of higher production and lower per-unit operating costs, partially offset by a decrease in benchmark oil prices. Downstream operating margin5 was $149 million, a decrease from $364 million in the previous quarter, primarily due to lower market crack spreads. Operating margin in the U.S. Refining segment was $81 million, which included a $67 million benefit from the receipt of proceeds related to a pipeline settlement, a $134 million inventory holding loss and $14 million of turnaround expenses.
Total Upstream production was 917,900 BOE/d in the fourth quarter, up from 832,900 BOE/d in the third quarter. Christina Lake production was 308,900 bbls/d compared with 251,700 bbls/d in the prior quarter, as a result of the acquisition of MEG, which closed on November 13, 2025. Foster Creek production was 220,100 bbls/d, up from 215,400 bbls/d in the third quarter, as volumes from the Foster Creek optimization project continued to ramp up ahead of schedule. Sunrise production was 60,300 bbls/d compared with 52,400 bbls/d in the third quarter, following the completion of planned maintenance in the prior quarter.
Production from the Lloydminster thermal assets was 106,900 bbls/d compared with 95,700 bbls/d in the prior quarter, partly as a result of strong performance from a successful redevelopment well program in the area. In the fourth quarter, the Rush Lake facilities in west-central Saskatchewan successfully restarted production and a phased ramp-up is progressing as expected. Lloydminster conventional heavy oil output was 28,100 bbls/d, compared with 25,400 bbls/d in the third quarter.
Production in the Conventional segment was 120,400 BOE/d, a decrease from 126,900 BOE/d in the previous quarter as a result of unplanned maintenance and December weather-related shut-ins.
In the Offshore segment, production was 70,900 BOE/d compared with 63,200 BOE/d in the third quarter. In Asia Pacific, production volumes were 54,000 BOE/d, higher than 51,900 BOE/d in the previous quarter, following the conclusion of maintenance activity in China. In the Atlantic region, production was 16,900 bbls/d, up from 11,300 bbls/d in the prior quarter. Subsequent to the quarter, gas sales agreements relating to the Liuhua 29-1 and Liuhua 34-2 fields were extended to enable gas sales through the end of the production periods of each field.
CENOVUS ENERGY NEWS RELEASE | 2
Total Downstream crude throughput in the fourth quarter was 465,500 bbls/d. Crude throughput in Canadian Refining was 112,900 bbls/d, representing a utilization rate of 105%, compared with 105,400 bbls/d in the previous quarter.
In U.S. Refining, crude throughput was 352,600 bbls/d, compared with 605,300 bbls/d in the third quarter as a result of the disposition of Cenovus’s interest in WRB Refining LP (WRB) which closed on September 30, 2025. Fourth-quarter crude throughput represents a utilization rate of 97%. U.S. Refining revenues were $4.2 billion, down from $7.1 billion in the prior quarter. Adjusted market capture6 in U.S. Refining was 106%, compared with 65% in the third quarter, driven by strong asset reliability, seasonal product pricing mix impacts and a pipeline settlement received in the quarter. Excluding the impact of the pipeline settlement, adjusted market capture in the fourth quarter would have been approximately 11% lower.
4 Non-GAAP financial measure. Total operating margin is the total of Upstream operating margin plus Downstream operating margin. See Advisory.
5 Specified financial measure. See Advisory.
6 Adjusted market capture excludes the impact of inventory holding gains or losses. Contains a non-GAAP financial measure. See Advisory.
Financial
Cash from operating activities in the fourth quarter increased to approximately $2.4 billion from $2.1 billion in the third quarter. Adjusted funds flow was $2.7 billion, in line with the prior quarter, and excess free funds flow (EFFF) was a shortfall of $1.6 billion, compared with EFFF of $745 million in the prior quarter as a result of the MEG acquisition. Net earnings in the fourth quarter decreased to $934 million from $1.3 billion in the previous quarter. Fourth-quarter financial results were driven by higher Upstream production and sales, and strong execution in the Downstream, offset by lower benchmark oil prices and market crack spreads.
Long-term debt, including the current portion, was $11.0 billion as at December 31, 2025. Net debt was $8.3 billion as at December 31, 2025, an increase from the previous quarter, as a result of the closing of the MEG acquisition, partially offset by proceeds received from the sale of WRB. The company continues to steward toward a long-term net debt target of $4.0 billion.
Growth projects
In the Oil Sands segment, the Foster Creek optimization project was successfully completed ahead of schedule, which has delivered incremental production of approximately 30,000 bbls/d. At Christina Lake, since achieving first oil at Narrows Lake mid-year 2025, production ramp up has been progressing to plan. The Christina Lake North expansion project is on track to deliver increased steam capacity and production volumes of approximately 40,000 bbls/d by 2028. At Sunrise, the first of the new well pads on the east development area is currently steaming, with three new well pads from this area expected to come online in 2026.
At West White Rose, commissioning of the platform has continued to make significant progress despite challenging offshore weather conditions, with construction and welding complete and systems integration testing underway. First oil is anticipated in the second quarter.
Full-year results
In 2025, Cenovus’s total Upstream production averaged 834,200 BOE/d, compared with 797,200 BOE/d in 2024, including record annual volumes from the Oil Sands assets. Oil Sands production was 644,100 BOE/d, including 254,300 bbls/d at Christina Lake and new annual production records of approximately 206,100 bbls/d at Foster Creek and 53,800 bbls/d at Sunrise. Full-year production from the Lloydminster thermal assets was 102,600 bbls/d, compared with 111,500 bbls/d in 2024, which reflects the temporary
CENOVUS ENERGY NEWS RELEASE | 3
shut-in of production at Rush Lake, which began ramping up in the fourth quarter. Lloydminster conventional heavy oil production increased to 25,100 bbls/d from 17,600 bbls/d following a successful development drilling program. Conventional production was 122,800 BOE/d, up slightly compared with 2024. Offshore production was approximately 67,300 BOE/d, compared with 66,600 BOE/d in the prior year, driven by the successful restart of the White Rose field following the SeaRose asset life extension project executed in 2024.
Total Downstream throughput averaged 626,600 bbls/d in 2025, compared with 646,900 bbls/d in 2024, due to the disposition of Cenovus’s interest in the WRB joint venture at the end of the third quarter. Canadian Refining achieved record crude oil throughput of 110,700 bbls/d in 2025, running at or above full capacity due to ongoing improvement initiatives and high asset reliability. U.S. Refining crude oil throughput decreased to 515,900 bbls/d in 2025 compared with 556,400 bbls/d in 2024, reflecting the disposition of WRB, partially offset by ongoing operational improvements and increased reliability across the U.S. operated refineries.
Total revenues were $49.7 billion in 2025 and total operating margin was $10.6 billion compared with revenues of $54.3 billion and total operating margin of $10.8 billion in 2024. The year-over-year decrease in total revenues was largely due to lower benchmark oil prices. Operating margin was down slightly from the prior year due to lower benchmark oil prices, largely offset by higher Upstream production and sales, lower operating costs and strong execution in the Downstream.
Cash from operating activities was $8.2 billion for 2025 compared with $9.2 billion in 2024. Adjusted funds flow was $8.9 billion and free funds flow was $4.0 billion. Full-year net earnings for 2025 were $3.9 billion compared with $3.1 billion in 2024, primarily due to higher production and lower operating expenses, partially offset by a decrease in commodity prices.
Total capital investment for 2025 was $4.9 billion, primarily directed to sustaining production at the company’s Upstream assets, the construction of the major Upstream growth projects including West White Rose, and refining maintenance and reliability initiatives.
Reserves
Cenovus’s proved and probable reserves are evaluated each year by independent qualified reserves evaluators. As at December 31, 2025, Cenovus’s total proved and total proved plus probable reserves were approximately 6.1 billion BOE and 9.6 billion BOE, respectively, and total proved and total proved plus probable bitumen reserves were approximately 5.7 billion barrels and 8.9 billion barrels, respectively. At year-end 2025, Cenovus had a proved plus probable reserves life index of approximately 28 years.
More details about Cenovus’s reserves and other oil and gas information are available in the Advisory and the Management’s Discussion and Analysis (MD&A), Annual Information Form (AIF) and Annual Report on Form 40-F for the year ended December 31, 2025, available on SEDAR+ at sedarplus.ca, EDGAR at sec.gov and Cenovus’s website at cenovus.com under Investors.
Cenovus year-end disclosure documents
Today, Cenovus is filing its interim and audited Consolidated Financial Statements, MD&A and AIF with Canadian securities regulatory authorities. The company is also filing its Annual Report on Form 40-F for the year ended December 31, 2025, with the U.S. Securities and Exchange Commission. Copies of these documents will be available on SEDAR+ at sedarplus.ca, EDGAR at sec.gov and the company's website at cenovus.com under Investors. They can also be requested free of charge by emailing investor.relations@cenovus.com.
CENOVUS ENERGY NEWS RELEASE | 4
Dividend declarations and share purchases
The Board of Directors has declared a quarterly base dividend of $0.20 per common share, payable on March 31, 2026, to shareholders of record as of March 13, 2026.
In addition, the Board has declared a quarterly dividend on each of the Cumulative Redeemable First Preferred Shares – Series 1 and Series 2 – payable on March 31, 2026, to shareholders of record as of March 13, 2026, as follows:
Preferred shares dividend summary
| Share series | Rate (%) | Amount ($/share) |
|---|---|---|
| Series 1 | 2.577 | 0.16106 |
| Series 2 | 3.948 | 0.24337 |
All dividends paid on Cenovus’s common and preferred shares will be designated as “eligible dividends” for Canadian federal income tax purposes. Declaration of dividends is at the sole discretion of the Board and will continue to be evaluated on a quarterly basis.
In the fourth quarter, the company returned $1.1 billion to shareholders, composed of $714 million from its purchase of 28.9 million shares through its normal course issuer bid and $380 million through common and preferred share dividends.
2026 planned maintenance
The following table provides details on planned maintenance activities at Cenovus assets in 2026 and anticipated production or throughput impacts.
Potential quarterly production/throughput impact (Mbbls/d or MBOE/d)
| (MBOE/d or Mbbls/d) | Q1 | Q2 | Q3 | Q4 | Annual impact |
|---|---|---|---|---|---|
| Upstream | |||||
| Oil Sands | - | 5 - 9 | 23 - 28 | 2 - 4 | 8 - 10 |
| Offshore | - | - | - | - | - |
| Conventional | - | - | - | - | - |
| Downstream | |||||
| Canadian Refining | - | 10 - 15 | - | - | 2 - 4 |
| U.S. Refining | 5 - 10 | - | 35 - 45 | 40 - 50 | 20 - 26 |
Conference call today
Cenovus will host a conference call today, February 19, 2026, starting at 9 a.m. MT (11 a.m. ET).
For analysts wanting to join the call, please register in advance.
CENOVUS ENERGY NEWS RELEASE | 5
To participate in the conference call, complete the online registration form in advance of the call start time. Once registered, you will receive a unique PIN to access the call by phone. You can either dial into the conference call using the unique PIN or select the "Call Me" option to receive an automated call.
A live audio webcast of the conference call will also be available and will remain archived for approximately 30 days.
Advisory
Basis of Presentation
Cenovus reports financial results in Canadian dollars and presents production volumes on a net to Cenovus before royalties basis, unless otherwise stated. Cenovus prepares its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (the IFRS Accounting Standards).
Barrels of Oil Equivalent
Natural gas volumes have been converted to BOE on the basis of six thousand cubic feet (Mcf) to one barrel (bbl). BOE may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil compared with natural gas is significantly different from the energy equivalency conversion ratio of 6:1, utilizing a conversion on a 6:1 basis is not an accurate reflection of value.
Reserves Life Index
Reserves life index is calculated based on reserves for the applicable reserves category divided by annual production.
Product types
| Product type by operating segment | Three months ended<br><br>December 31, 2025 | Full year ended December 31, 2025 |
|---|---|---|
| Oil Sands | ||
| Bitumen (Mbbls/d) | 696.2 | 616.8 |
| Heavy crude oil (Mbbls/d) | 28.1 | 25.1 |
| Conventional natural gas (MMcf/d) | 13.6 | 13.8 |
| Total Oil Sands segment production (MBOE/d) | 726.6 | 644.1 |
| Conventional | ||
| Light crude oil (Mbbls/d) | 5.4 | 5.0 |
| Natural gas liquids (Mbbls/d) | 20.8 | 21.2 |
| Conventional natural gas (MMcf/d) | 565.4 | 579.3 |
| Total Conventional segment production (MBOE/d) | 120.4 | 122.8 |
| Offshore | ||
| Light crude oil (Mbbls/d) | 16.9 | 13.1 |
| Natural gas liquids (Mbbls/d) | 7.1 | 7.6 |
| Conventional natural gas (MMcf/d) | 281.4 | 279.3 |
CENOVUS ENERGY NEWS RELEASE | 6
| Total Offshore segment production (MBOE/d) | 70.9 | 67.3 |
|---|---|---|
| Total Upstream production (MBOE/d) | 917.9 | 834.2 |
Forward‐looking Information
This news release contains certain forward‐looking statements and forward‐looking information (collectively referred to as “forward‐looking information”) within the meaning of applicable securities legislation about Cenovus’s current expectations, estimates and projections about the future of the company, based on certain assumptions made in light of the company’s experiences and perceptions of historical trends. Although Cenovus believes that the expectations represented by such forward‐looking information are reasonable, there can be no assurance that such expectations will prove to be correct.
Forward‐looking information in this document is identified by words such as “anticipate”, “continue”, “deliver”, “expect”, “payable”, “plan”, “progress”, “steward”, and “will” or similar expressions and includes suggestions of future outcomes, including, but not limited to, statements about: delivery and timing of MEG transaction synergies; disciplined operational execution and strategic growth; delivering sustainable value for our shareholders while advancing our long-term strategy; stewarding towards our long-term net debt target; ramp up of production from the Foster Creek optimization project; production ramp-up at Rush Lake and Narrows Lake; Christina Lake North expansion project progress; continued production growth at Sunrise; timing of drilling at and first oil from the West White Rose project; 2026 planned maintenance and production/throughput impacts; and future dividend payments.
Developing forward‐looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Cenovus and others that apply to the industry generally. The factors or assumptions on which the forward‐looking information in this news release are based include, but are not limited to the assumptions inherent in Cenovus’s updated 2026 corporate guidance available on cenovus.com.
The risk factors and uncertainties that could cause actual results to differ materially from the forward‐looking information in this news release include, but are not limited to: changes to general economic, market and business conditions; the accuracy of estimates regarding commodity production and operating expenses, inflation, taxes, royalties, capital costs and currency and interest rates; risks inherent in the operation of Cenovus’s business; and risks associated with climate change and Cenovus’s assumptions relating thereto and other risks identified under “Risk Management and Risk Factors” and “Advisory” in Cenovus’s Management’s Discussion and Analysis (MD&A) for the year ended December 31, 2025.
Except as required by applicable securities laws, Cenovus disclaims any intention or obligation to publicly update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward‐looking information. For additional information regarding Cenovus’s material risk factors, the assumptions made, and risks and uncertainties which could cause actual results to differ from the anticipated results, refer to “Risk Management and Risk Factors” and “Advisory” in Cenovus’s MD&A for the periods ended December 31, 2025 and to the risk factors, assumptions and uncertainties described in other documents Cenovus files from time to time with securities regulatory authorities in Canada (available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and Cenovus’s website at cenovus.com).
CENOVUS ENERGY NEWS RELEASE | 7
Specified Financial Measures
This news release contains references to certain specified financial measures that do not have standardized meanings prescribed by IFRS Accounting Standards. Readers should not consider these measures in isolation or as a substitute for analysis of the company’s results as reported under IFRS Accounting Standards. These measures are defined differently by different companies and, therefore, might not be comparable to similar measures presented by other issuers. For information on the composition of these measures, as well as an explanation of how the company uses these measures, refer to the Specified Financial Measures Advisory located in Cenovus’s MD&A for the period ended December 31, 2025 (available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and on Cenovus's website at cenovus.com), which is incorporated by reference into this news release.
Upstream Operating Margin and Downstream Operating Margin
Upstream Operating Margin and Downstream Operating Margin, and the individual components thereof, are included in Note 1 of the interim Consolidated Financial Statements.
Total Operating Margin
Total Operating Margin is the total of Upstream Operating Margin plus Downstream Operating Margin.
| Upstream (7) | Downstream (7) | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ millions) | Q4 2025 | Q3 2025 | Q4 2024 | Q4 2025 | Q3 2025 | Q4 2024 | Q4 2025 | Q3 2025 | Q4 2024 |
| Revenues | |||||||||
| Gross Sales | 8,287 | 7,562 | 8,240 | 5,314 | 8,435 | 7,837 | 13,601 | 15,997 | 16,077 |
| Less: Royalties | (670) | (858) | (914) | — | — | — | (670) | (858) | (914) |
| 7,617 | 6,704 | 7,326 | 5,314 | 8,435 | 7,837 | 12,931 | 15,139 | 15,163 | |
| Expenses | |||||||||
| Purchased Product | 1,271 | 674 | 1,000 | 4,574 | 7,321 | 7,364 | 5,845 | 7,995 | 8,364 |
| Transportation and Blending | 2,832 | 2,543 | 2,816 | — | — | — | 2,832 | 2,543 | 2,816 |
| Operating | 893 | 885 | 842 | 591 | 751 | 866 | 1,484 | 1,636 | 1,708 |
| Realized (Gain) Loss on Risk Management | (7) | 12 | (2) | — | (1) | 3 | (7) | 11 | 1 |
| Operating Margin | 2,628 | 2,590 | 2,670 | 149 | 364 | (396) | 2,777 | 2,954 | 2,274 |
| ($ millions) | Upstream (7) | Downstream (7) | Total | ||||||
| --- | --- | --- | --- | --- | --- | --- | |||
| Year ended December 31, 2025 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||
| Revenues | |||||||||
| Gross Sales | 32,495 | 33,078 | 29,197 | 33,618 | 61,692 | 66,696 | |||
| Less: Royalties | (3,055) | (3,449) | — | — | (3,055) | (3,449) | |||
| 29,440 | 29,629 | 29,197 | 33,618 | 58,637 | 63,247 | ||||
| Expenses | |||||||||
| Purchased Product | 4,223 | 3,674 | 25,855 | 30,252 | 30,078 | 33,926 | |||
| Transportation and Blending | 11,243 | 11,331 | — | — | 11,243 | 11,331 | |||
| Operating | 3,567 | 3,489 | 3,143 | 3,670 | 6,710 | 7,159 | |||
| Realized (Gain) Loss on Risk Management | 4 | 14 | (6) | 8 | (2) | 22 | |||
| Operating Margin | 10,403 | 11,121 | 205 | (312) | 10,608 | 10,809 |
7Found in Note 1 of the December 31, 2025, or the September 30, 2025, interim Consolidated Financial Statements.
CENOVUS ENERGY NEWS RELEASE | 8
Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow
The following table provides a reconciliation of cash from (used in) operating activities found in Cenovus’s interim Consolidated Financial Statements to Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow. Adjusted Funds Flow per Share – Basic and Adjusted Funds Flow per Share – Diluted are calculated by dividing Adjusted Funds Flow by the respective basic or diluted weighted average number of common shares outstanding during the period and may be useful to evaluate a company’s ability to generate cash.
| Three Months Ended | Twelve Months Ended | ||||
|---|---|---|---|---|---|
| ($ millions) | December 31, 2025 | September 30, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 |
| Cash From (Used in) Operating Activities (8) | 2,408 | 2,131 | 2,029 | 8,228 | 9,235 |
| (Add) Deduct: | |||||
| Settlement of Decommissioning Liabilities | (82) | (94) | (64) | (280) | (234) |
| Net Change in Non-Cash Working Capital | (184) | (241) | 492 | (363) | 1,305 |
| Adjusted Funds Flow | 2,674 | 2,466 | 1,601 | 8,871 | 8,164 |
| Capital Investment | 1,360 | 1,154 | 1,478 | 4,907 | 5,015 |
| Free Funds Flow | 1,314 | 1,312 | 123 | 3,964 | 3,149 |
| Add (Deduct): | |||||
| Base Dividends Paid on Common Shares | (376) | (356) | (330) | (1,423) | (1,255) |
| Purchase of Common Shares under <br> Employee Benefit Plan | (61) | (21) | (43) | (155) | (43) |
| Dividends Paid on Preferred Shares | (4) | — | (18) | (14) | (45) |
| Settlement of Decommissioning Liabilities | (82) | (94) | (64) | (280) | (234) |
| Principal Repayment of Leases | (84) | (89) | (80) | (350) | (299) |
| Acquisitions, Net of Cash Acquired | (3,430) | (7) | (3) | (3,666) | (22) |
| Acquisition of Ownership Interest in MEG (9) | (752) | — | — | (752) | — |
| Proceeds From Divestitures | 1,878 | — | (1) | 1,891 | 46 |
| Excess Free Funds Flow | (1,597) | 745 | (416) | (785) | 1,297 |
8 Found in the December 31, 2025, or the September 30, 2025, interim Consolidated Financial Statements.
9 Represents the acquired MEG common shares purchased prior to the closing of the MEG Acquisition. For further information, refer to Note 3 of the interim Consolidated Financial Statements.
Adjusted Market Capture
Adjusted market capture contains a non-GAAP financial measure and is used in the company’s U.S. Refining segment to provide an indication of margin captured relative to what was available in the market based on widely-used benchmarks. Cenovus defines adjusted market capture as refining margin, net of holding gains and losses, divided by the weighted average 3-2-1 market benchmark crack, net of RINs, expressed as a percentage. The weighted average crack spread, net of RINs, is calculated on Cenovus’s operable capacity-weighted average of the Chicago and Group 3 3-2-1 benchmark market crack spreads, net of RINs.
The company previously disclosed market capture which did not exclude the effect of inventory holding gains or losses. Cenovus replaced market capture with adjusted market capture to exclude the impact of inventory holding gains or losses. The company believes this metric provides more comparability and accuracy when measuring the cash generating performance of our Downstream operations. Comparative periods were revised to conform with our current presentation.
CENOVUS ENERGY NEWS RELEASE | 9
| ($ millions) | Three months ended<br><br>December 31, 2025 | Three months ended<br>September 30, 2025 |
|---|---|---|
| Revenues (10) | 4,158 | 7,082 |
| Purchased Product (10) | 3,664 | 6,219 |
| Gross Margin | 494 | 863 |
| Inventory Holding (Gain) Loss | 134 | 80 |
| Adjusted Gross Margin | 628 | 943 |
| Total Processed Inputs (Mbbls/d) | 375.8 | 642.8 |
| Adjusted Refining Margin ($/bbl) | 18.17 | 15.92 |
| Operable Capacity (Mbbls/d) | 364.8 | 612.3 |
| Operable Capacity by Regional Benchmark (percent) | ||
| Chicago 3-2-1 Crack Spread Weighting | 88 | 81 |
| Group 3 3-2-1 Crack Spread Weighting | 12 | 19 |
| Benchmark Prices and Exchange Rate | ||
| Chicago 3-2-1 Crack Spread (US$/bbl) | 18.20 | 24.24 |
| Group 3 3-2-1 Crack Spread (US$/bbl) | 19.25 | 23.72 |
| RINs (US$/bbl) | 6.04 | 6.33 |
| US$ per C$1 - Average | 0.717 | 0.726 |
| Weighted Average Crack Spread, Net of RINs ($/bbl) | 17.14 | 24.53 |
| Adjusted Market Capture (percent) | 106 | 65 |
10 Found in Note 1 of the December 31, 2025, or the September 30, 2025, interim Consolidated Financial Statements.
Cenovus Energy Inc.
Cenovus Energy Inc. is an integrated energy company with oil and natural gas production operations in Canada and the Asia Pacific region, and upgrading, refining and marketing operations in Canada and the United States. The company is committed to maximizing value by developing its assets in a safe, responsible and cost-efficient manner, integrating sustainability considerations into its business plans. Cenovus common shares are listed on the Toronto and New York stock exchanges, and the company’s preferred shares are listed on the Toronto Stock Exchange. For more information, visit cenovus.com.
Find Cenovus on Facebook, LinkedIn, YouTube and Instagram.
Cenovus contacts
Investors
Investor Relations general line
403-766-7711
Media
Media Relations general line
403-766-7751
CENOVUS ENERGY NEWS RELEASE | 10
Document
Exhibit 99.2
Cenovus Energy Inc.
Interim Consolidated Financial Statements (unaudited)
For the Periods Ended December 31, 2025
(Canadian Dollars)
CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| For the periods ended December 31, 2025 | |||
|---|---|---|---|
| TABLE OF CONTENTS | |||
| --- | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) | 3 | |
| --- | --- | ||
| CONSOLIDATED BALANCE SHEETS (UNAUDITED) | 4 | ||
| CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) | 5 | ||
| CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | 6 | ||
| NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 7 | ||
| 1. DESCRIPTION OF BUSINESS AND SEGMENTED DISCLOSURES | 7 | ||
| 2.BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE | 14 | ||
| 3. MEG ENERGY CORP. ACQUISITION | 15 | ||
| 4. FINANCE COSTS, NET | 16 | ||
| 5. FOREIGN EXCHANGE (GAIN) LOSS, NET | 16 | ||
| 6. DIVESTITURES | 17 | ||
| 7. IMPAIRMENT CHARGES AND REVERSALS | 17 | ||
| 8. INCOME TAXES | 18 | ||
| 9. PER SHARE AMOUNTS | 18 | ||
| 10. EXPLORATION AND EVALUATION ASSETS, NET | 19 | ||
| 11. PROPERTY, PLANT AND EQUIPMENT, NET | 20 | ||
| 12. LEASES | 21 | ||
| 13. DEBT AND CAPITAL STRUCTURE | 21 | ||
| 14. DECOMMISSIONING LIABILITIES | 25 | ||
| 15. OTHER LIABILITIES | 25 | ||
| 16. SHARE CAPITAL AND WARRANTS | 25 | ||
| 17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 27 | ||
| 18. STOCK-BASED COMPENSATION PLANS | 27 | ||
| 19. RELATED PARTY TRANSACTIONS | 28 | ||
| 20. FINANCIAL INSTRUMENTS | 29 | ||
| 21. RISK MANAGEMENT | 31 | ||
| 22. SUPPLEMENTARY CASH FLOW INFORMATION | 32 | ||
| 23. COMMITMENTS AND CONTINGENCIES | 34 | ||
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 2 | ||
| --- | --- | ||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) | |||
| --- |
For the periods ended December 31,
($ millions, except per share amounts)
| Three Months Ended | Twelve Months Ended | ||||
|---|---|---|---|---|---|
| Notes | 2025 | 2024 | 2025 | 2024 | |
| Revenues | 1 | 10,883 | 12,813 | 49,696 | 54,277 |
| Expenses | 1 | ||||
| Purchased Product, Transportation and Blending | 6,732 | 8,906 | 32,688 | 36,641 | |
| Operating | 1,365 | 1,627 | 6,336 | 6,841 | |
| (Gain) Loss on Risk Management | 20 | 42 | 16 | (37) | 58 |
| Depreciation, Depletion, Amortization and <br>Exploration Expense | 10,11,12 | 1,404 | 1,238 | 5,233 | 4,940 |
| (Income) Loss From Equity-Accounted Affiliates | (8) | (18) | (53) | (66) | |
| General and Administrative | 242 | 201 | 812 | 794 | |
| Finance Costs, Net | 4 | 165 | 120 | 569 | 514 |
| Integration, Transaction and Other Costs | 3 | 111 | 53 | 234 | 166 |
| Foreign Exchange (Gain) Loss, Net | 5 | (165) | 381 | (361) | 462 |
| (Gain) Loss on Divestiture of Assets | 3,6 | 22 | 2 | (87) | (119) |
| Re-measurement of Contingent Payments | — | — | — | 30 | |
| Other (Income) Loss, Net | (61) | 103 | (115) | (55) | |
| Earnings (Loss) Before Income Tax | 1,034 | 184 | 4,477 | 4,071 | |
| Income Tax Expense (Recovery) | 8 | 100 | 38 | 547 | 929 |
| Net Earnings (Loss) | 934 | 146 | 3,930 | 3,142 | |
| Other Comprehensive Income (Loss), Net of Tax | 17 | ||||
| Items That Will not be Reclassified to Profit or Loss: | |||||
| Actuarial Gain (Loss) Relating to Pension and Other<br><br>Post-Employment Benefits | 7 | 3 | 17 | 14 | |
| Change in the Fair Value of Equity Instruments at<br><br>FVOCI (1) | 20 | (2) | (52) | (25) | 71 |
| Items That may be Reclassified to Profit or Loss: | |||||
| Foreign Currency Translation Adjustment | (223) | 801 | (1,904) | 1,020 | |
| Total Other Comprehensive Income (Loss), Net of Tax | (218) | 752 | (1,912) | 1,105 | |
| Comprehensive Income (Loss) | 716 | 898 | 2,018 | 4,247 | |
| Net Earnings (Loss) Per Common Share ($) | 9 | ||||
| Basic | 0.51 | 0.08 | 2.16 | 1.68 | |
| Diluted | 0.50 | 0.07 | 2.15 | 1.67 |
(1)Fair value through other comprehensive income (loss) (“FVOCI”).
See accompanying Notes to the interim Consolidated Financial Statements (unaudited).
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 3 |
|---|---|
| CONSOLIDATED BALANCE SHEETS (unaudited) | |
| --- |
As at
($ millions)
| December 31, | December 31, | ||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| Assets | |||
| Current Assets | |||
| Cash and Cash Equivalents | 2,740 | 3,093 | |
| Accounts Receivable and Accrued Revenues | 3,435 | 2,614 | |
| Income Tax Receivable | 366 | 231 | |
| Inventories | 3,349 | 4,496 | |
| Total Current Assets | 9,890 | 10,434 | |
| Restricted Cash | 256 | 241 | |
| Exploration and Evaluation Assets, Net | 1,10 | 575 | 484 |
| Property, Plant and Equipment, Net | 1,11 | 45,260 | 38,568 |
| Right-of-Use Assets, Net | 1,12 | 2,153 | 1,950 |
| Income Tax Receivable | 25 | 25 | |
| Investments in Equity-Accounted Affiliates | 295 | 399 | |
| Other Assets | 464 | 451 | |
| Deferred Income Taxes | 1,594 | 1,064 | |
| Goodwill | 1 | 2,912 | 2,923 |
| Total Assets | 63,424 | 56,539 | |
| Liabilities and Equity | |||
| Current Liabilities | |||
| Accounts Payable and Accrued Liabilities | 5,847 | 6,242 | |
| Income Tax Payable | 98 | 396 | |
| Short-Term Borrowings | 13 | — | 173 |
| Long-Term Debt | 13 | — | 192 |
| Lease Liabilities | 12 | 369 | 359 |
| Total Current Liabilities | 6,314 | 7,362 | |
| Long-Term Debt | 13 | 11,032 | 7,342 |
| Lease Liabilities | 12 | 2,806 | 2,568 |
| Decommissioning Liabilities | 14 | 4,872 | 4,534 |
| Other Liabilities | 15 | 889 | 919 |
| Deferred Income Taxes | 5,873 | 4,045 | |
| Total Liabilities | 31,786 | 26,770 | |
| Shareholders’ Equity | 31,622 | 29,754 | |
| Non-Controlling Interest | 16 | 15 | |
| Total Liabilities and Equity | 63,424 | 56,539 | |
| Commitments and Contingencies | 23 |
See accompanying Notes to the interim Consolidated Financial Statements (unaudited).
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 4 |
|---|---|
| CONSOLIDATED STATEMENTS OF EQUITY (unaudited) | |
| --- |
($ millions)
| Shareholders’ Equity | ||||||||
|---|---|---|---|---|---|---|---|---|
| Common Shares | Treasury<br>Shares | Preferred Shares | Warrants | Paid in<br><br>Surplus | Retained<br><br>Earnings | AOCI (1) | Total | |
| (Note 16) | (Note 16) | (Note 16) | (Note 16) | (Note 17) | ||||
| As at December 31, 2023 | 16,031 | — | 519 | 25 | 2,002 | 8,913 | 1,208 | 28,698 |
| Net Earnings (Loss) | — | — | — | — | — | 3,142 | — | 3,142 |
| Other Comprehensive Income<br>(Loss), Net of Tax | — | — | — | — | — | — | 1,105 | 1,105 |
| Total Comprehensive Income (Loss) | — | — | — | — | — | 3,142 | 1,105 | 4,247 |
| Common Shares Issued Under<br>Stock Option Plans | 68 | — | — | — | (16) | — | — | 52 |
| Purchase of Common Shares Under<br><br>NCIB (2) | (479) | — | — | — | (966) | — | — | (1,445) |
| Purchase of Common Shares Under<br>Employee Benefit Plan | — | (43) | — | — | — | — | — | (43) |
| Preferred Shares Redeemed | — | — | (163) | — | (87) | — | — | (250) |
| Warrants Exercised | 39 | — | — | (13) | — | — | — | 26 |
| Stock-Based Compensation<br>Expense | — | — | — | — | 11 | — | — | 11 |
| Base Dividends on Common Shares | — | — | — | — | — | (1,255) | — | (1,255) |
| Variable Dividends on Common<br>Shares | — | — | — | — | — | (251) | — | (251) |
| Dividends on Preferred Shares | — | — | — | — | — | (36) | — | (36) |
| As at December 31, 2024 | 15,659 | (43) | 356 | 12 | 944 | 10,513 | 2,313 | 29,754 |
| Net Earnings (Loss) | — | — | — | — | — | 3,930 | — | 3,930 |
| Other Comprehensive Income<br>(Loss), Net of Tax | — | — | — | — | — | — | (1,912) | (1,912) |
| Total Comprehensive Income (Loss) | — | — | — | — | — | 3,930 | (1,912) | 2,018 |
| Common Shares Issued (Note 3) | 3,667 | — | — | — | — | — | — | 3,667 |
| Common Shares Issued Under<br>Stock Option Plans | 20 | — | — | — | (4) | — | — | 16 |
| Purchase of Common Shares Under<br><br>NCIB (2) | (771) | — | — | — | (541) | (683) | — | (1,995) |
| Purchase of Common Shares Under<br>Employee Benefit Plan | — | (155) | — | — | — | — | — | (155) |
| Common Shares Issued Under<br>Employee Benefit Plan | — | 82 | — | — | (6) | — | — | 76 |
| Preferred Shares Redeemed | — | — | (243) | — | (107) | — | — | (350) |
| Warrants Exercised | 24 | — | — | (8) | — | — | — | 16 |
| Stock-Based Compensation<br>Expense | — | — | — | — | 12 | — | — | 12 |
| Base Dividends on Common Shares | — | — | — | — | — | (1,423) | — | (1,423) |
| Dividends on Preferred Shares | — | — | — | — | — | (14) | — | (14) |
| As at December 31, 2025 | 18,599 | (116) | 113 | 4 | 298 | 12,323 | 401 | 31,622 |
(1)Accumulated other comprehensive income (loss) (“AOCI”).
(2)Normal course issuer bid (“NCIB”). Includes taxes payable on purchase of shares.
See accompanying Notes to the interim Consolidated Financial Statements (unaudited).
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 5 |
|---|---|
| CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) | |
| --- |
For the periods ended December 31,
($ millions)
| Three Months Ended | Twelve Months Ended | ||||
|---|---|---|---|---|---|
| Notes | 2025 | 2024 | 2025 | 2024 | |
| Operating Activities | |||||
| Net Earnings (Loss) | 934 | 146 | 3,930 | 3,142 | |
| Depreciation, Depletion and Amortization | 11,12 | 1,372 | 1,225 | 5,192 | 4,871 |
| Deferred Income Tax Expense (Recovery) | 8 | 289 | (350) | (231) | (474) |
| Unrealized (Gain) Loss on Risk Management | 20 | 50 | (19) | (15) | 12 |
| Unrealized Foreign Exchange (Gain) Loss | 5 | (176) | 449 | (424) | 550 |
| Realized Foreign Exchange (Gain) Loss on Non-Operating Items | 19 | — | 23 | — | |
| (Gain) Loss on Divestiture of Assets | 3,6 | 22 | 2 | (87) | (119) |
| Re-measurement of Contingent Payments | — | — | — | 30 | |
| Unwinding of Discount on Decommissioning Liabilities | 14 | 64 | 56 | 243 | 225 |
| (Income) Loss From Equity-Accounted Affiliates | (8) | (18) | (53) | (66) | |
| Distributions Received From Equity-Accounted Affiliates | 25 | 39 | 135 | 172 | |
| Stock-Based Compensation, Net of Payments | 69 | (2) | 163 | (145) | |
| Other | 14 | 73 | (5) | (34) | |
| Settlement of Decommissioning Liabilities | 14 | (82) | (64) | (280) | (234) |
| Net Change in Non-Cash Working Capital | 22 | (184) | 492 | (363) | 1,305 |
| Cash From (Used in) Operating Activities | 2,408 | 2,029 | 8,228 | 9,235 | |
| Investing Activities | |||||
| Acquisitions, Net of Cash Acquired | 3 | (3,430) | (3) | (3,666) | (22) |
| Capital Investment | 1 | (1,360) | (1,478) | (4,907) | (5,015) |
| Proceeds From Divestitures | 6 | 1,878 | (1) | 1,891 | 46 |
| Acquisition of Ownership Interest in MEG Energy Corp. | 3 | (752) | — | (752) | — |
| Net Change in Investments and Other | 2 | (17) | (7) | (80) | |
| Net Change in Non-Cash Working Capital | 22 | 24 | (14) | (236) | (55) |
| Cash From (Used in) Investing Activities | (3,638) | (1,513) | (7,677) | (5,126) | |
| Net Cash Provided (Used) Before Financing Activities | (1,230) | 516 | 551 | 4,109 | |
| Financing Activities | 22 | ||||
| Net Issuance (Repayment) of Short-Term Borrowings | — | 79 | 152 | 5 | |
| Issuance of Long-Term Debt | 13 | 5,265 | — | 5,265 | — |
| Repayment of Long-Term Debt | 13 | (2,129) | — | (2,324) | — |
| Principal Repayment of Leases | 12 | (84) | (80) | (350) | (299) |
| Net Proceeds (Repayment) on Repurchase Agreements | 230 | — | 413 | — | |
| Common Shares Issued Under Stock Option Plans | 4 | 1 | 16 | 52 | |
| Purchase of Common Shares Under NCIB | 16 | (714) | (108) | (1,995) | (1,445) |
| Purchase of Common Shares Under Employee Benefit Plan | 16 | (61) | (43) | (155) | (43) |
| Redemption of Preferred Shares | 16 | — | (250) | (350) | (250) |
| Proceeds From Exercise of Warrants | 11 | 1 | 16 | 26 | |
| Dividends Paid | 9 | (380) | (348) | (1,437) | (1,551) |
| Other | — | 7 | — | — | |
| Cash From (Used in) Financing Activities | 2,142 | (741) | (749) | (3,505) | |
| Effect of Foreign Exchange on Cash and Cash Equivalents | (73) | 214 | (155) | 262 | |
| Increase (Decrease) in Cash and Cash Equivalents | 839 | (11) | (353) | 866 | |
| Cash and Cash Equivalents, Beginning of Period | 1,901 | 3,104 | 3,093 | 2,227 | |
| Cash and Cash Equivalents, End of Period | 2,740 | 3,093 | 2,740 | 3,093 |
See accompanying Notes to the interim Consolidated Financial Statements (unaudited).
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 6 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| 1. DESCRIPTION OF BUSINESS AND SEGMENTED DISCLOSURES |
|---|
Cenovus Energy Inc. (“Cenovus” or the “Company”) is an integrated energy company with crude oil and natural gas production operations in Canada and the Asia Pacific region, and upgrading, refining and marketing operations in Canada and the United States (“U.S.”).
Cenovus is incorporated under the Canada Business Corporations Act and its common shares are listed on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange. Cenovus’s cumulative redeemable preferred shares series 1 and 2 are listed on the TSX. The executive and registered office is located at 4100, 225 6 Avenue S.W., Calgary, Alberta, Canada, T2P 1N2. Information on the Company’s basis of preparation for these interim Consolidated Financial Statements is found in Note 2.
Management has determined the operating segments based on information regularly reviewed for the purposes of decision making, allocating resources and assessing operational performance by Cenovus’s chief operating decision maker. The Company’s operating segments are aggregated based on their geographic locations, the nature of the businesses or a combination of these factors. The Company evaluates the financial performance of its operating segments primarily based on operating margin.
The Company operates through the following reportable segments:
Upstream Segments
•Oil Sands, includes the development and production of bitumen and heavy oil in northern Alberta and Saskatchewan. Cenovus’s oil sands assets include Foster Creek, Sunrise, Lloydminster thermal and Lloydminster conventional heavy oil assets, as well as Christina Lake, which includes the results from the acquisition of MEG Energy Corp. (“MEG”) through a plan of arrangement (the “MEG Acquisition”) (see Note 3). Cenovus jointly owns and operates pipeline gathering systems and terminals through the equity-accounted investment in Husky Midstream Limited Partnership (“HMLP”). The sale and transportation of Cenovus’s production and third-party commodity trading volumes are managed and marketed through access to capacity on third-party pipelines and storage facilities in both Canada and the U.S. to optimize product mix, delivery points, transportation commitments and customer diversification.
•Conventional, includes assets rich in natural gas liquids (“NGLs”) and natural gas in Alberta and British Columbia in the Edson, Clearwater and Rainbow Lake operating areas, in addition to the Northern Corridor, which includes Elmworth and Wapiti. The segment also includes interests in numerous natural gas processing facilities. Cenovus’s NGLs and natural gas production is marketed and transported, with additional third-party commodity trading volumes, through access to capacity on third-party pipelines, export terminals and storage facilities. These provide flexibility for market access to optimize product mix, delivery points, transportation commitments and customer diversification.
•Offshore, includes offshore operations, exploration and development activities in the east coast of Canada and the Asia Pacific region, representing China and the equity-accounted investment in Husky-CNOOC Madura Limited (“HCML”), which is engaged in the exploration for, and production of, NGLs and natural gas in offshore Indonesia.
Downstream Segments
•Canadian Refining, includes the owned and operated Lloydminster upgrading and asphalt refining complex, which converts heavy oil and bitumen into synthetic crude oil, diesel, asphalt and other ancillary products. Cenovus also owns and operates the Bruderheim crude-by-rail terminal and two ethanol plants. The Company’s commercial fuels business across Canada is included in this segment. Cenovus markets its production and third-party commodity trading volumes in an effort to use its integrated network of assets to maximize value.
•U.S. Refining, includes the refining of crude oil to produce gasoline, diesel, jet fuel, asphalt and other products at the wholly-owned Lima, Superior and Toledo refineries. On September 30, 2025, Cenovus divested its entire 50 percent interest in the jointly-owned Wood River and Borger refineries held through WRB Refining LP (“WRB”) with operator Phillips 66 (see Note 6). The U.S. Refining segment included the WRB results up to the date of divestiture. Cenovus markets its own and third-party refined products.
Corporate and Eliminations
Corporate and Eliminations, includes Cenovus-wide costs for general and administrative, financing activities, gains and losses on risk management for corporate-related derivative instruments and foreign exchange. Eliminations include adjustments for feedstock and internal usage of crude oil, natural gas, condensate, other NGLs and refined products between segments; transloading services provided to the Oil Sands segment by the Company’s crude-by-rail terminal; the sale of condensate extracted from blended crude oil production in the Canadian Refining segment and sold to the Oil Sands segment; and unrealized profits in inventory. Eliminations are recorded based on market prices.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 7 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
A) Results of Operations – Segment and Operational Information
| Upstream | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended | Oil Sands | Conventional | Offshore | Total | ||||||||||||
| December 31, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||
| Gross Sales | ||||||||||||||||
| External Sales | 5,667 | 5,332 | 369 | 345 | 337 | 373 | 6,373 | 6,050 | ||||||||
| Intersegment Sales | 1,545 | 1,759 | 369 | 431 | — | — | 1,914 | 2,190 | ||||||||
| 7,212 | 7,091 | 738 | 776 | 337 | 373 | 8,287 | 8,240 | |||||||||
| Royalties | (639) | (874) | (11) | (15) | (20) | (25) | (670) | (914) | ||||||||
| Revenues | 6,573 | 6,217 | 727 | 761 | 317 | 348 | 7,617 | 7,326 | ||||||||
| Expenses | ||||||||||||||||
| Purchased Product | 891 | 530 | 386 | 470 | (6) | — | 1,271 | 1,000 | ||||||||
| Transportation and Blending | 2,737 | 2,735 | 92 | 79 | 3 | 2 | 2,832 | 2,816 | ||||||||
| Operating | 722 | 615 | 95 | 123 | 76 | 104 | 893 | 842 | ||||||||
| Realized (Gain) Loss on Risk<br> Management | (2) | (3) | (5) | 1 | — | — | (7) | (2) | ||||||||
| Operating Margin | 2,225 | 2,340 | 159 | 88 | 244 | 242 | 2,628 | 2,670 | ||||||||
| Unrealized (Gain) Loss on Risk<br><br>Management | 6 | (3) | 3 | (6) | — | — | 9 | (9) | ||||||||
| Depreciation, Depletion and<br> Amortization | 983 | 787 | 117 | 112 | 111 | 142 | 1,211 | 1,041 | ||||||||
| Exploration Expense | 4 | (4) | 22 | 1 | 6 | 16 | 32 | 13 | ||||||||
| (Income) Loss From Equity-<br> Accounted Affiliates | — | — | (1) | 1 | (7) | (19) | (8) | (18) | ||||||||
| Segment Income (Loss) | 1,232 | 1,560 | 18 | (20) | 134 | 103 | 1,384 | 1,643 | Downstream | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Canadian Refining | U.S. Refining | Total | ||||||||||||||
| For the three months ended December 31, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Gross Sales | ||||||||||||||||
| External Sales | 1,023 | 1,105 | 4,157 | 6,572 | 5,180 | 7,677 | ||||||||||
| Intersegment Sales | 133 | 158 | 1 | 2 | 134 | 160 | ||||||||||
| 1,156 | 1,263 | 4,158 | 6,574 | 5,314 | 7,837 | |||||||||||
| Royalties | — | — | — | — | — | — | ||||||||||
| Revenues | 1,156 | 1,263 | 4,158 | 6,574 | 5,314 | 7,837 | ||||||||||
| Expenses | ||||||||||||||||
| Purchased Product | 910 | 1,068 | 3,664 | 6,296 | 4,574 | 7,364 | ||||||||||
| Transportation and Blending | — | — | — | — | — | — | ||||||||||
| Operating | 178 | 148 | 413 | 718 | 591 | 866 | ||||||||||
| Realized (Gain) Loss on Risk Management | — | — | — | 3 | — | 3 | ||||||||||
| Operating Margin | 68 | 47 | 81 | (443) | 149 | (396) | ||||||||||
| Unrealized (Gain) Loss on Risk Management | — | — | — | 5 | — | 5 | ||||||||||
| Depreciation, Depletion and Amortization | 39 | 38 | 99 | 124 | 138 | 162 | ||||||||||
| Exploration Expense | — | — | — | — | — | — | ||||||||||
| (Income) Loss From Equity-Accounted Affiliates | — | — | — | — | — | — | ||||||||||
| Segment Income (Loss) | 29 | 9 | (18) | (572) | 11 | (563) | ||||||||||
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 8 | |||||||||||||||
| --- | --- |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| Corporate and Eliminations | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| For the three months ended December 31, | 2025 | 2024 | 2025 | 2024 | |||
| Gross Sales | |||||||
| External Sales | — | — | 11,553 | 13,727 | |||
| Intersegment Sales | (2,048) | (2,350) | — | — | |||
| (2,048) | (2,350) | 11,553 | 13,727 | ||||
| Royalties | — | — | (670) | (914) | |||
| Revenues | (2,048) | (2,350) | 10,883 | 12,813 | |||
| Expenses | |||||||
| Purchased Product | (1,777) | (2,067) | 4,068 | 6,297 | |||
| Transportation and Blending | (168) | (207) | 2,664 | 2,609 | |||
| Purchased Product, Transportation and Blending | (1,945) | (2,274) | 6,732 | 8,906 | |||
| Operating | (119) | (81) | 1,365 | 1,627 | |||
| Realized (Gain) Loss on Risk Management | (1) | 34 | (8) | 35 | |||
| Unrealized (Gain) Loss on Risk Management | 41 | (15) | 50 | (19) | |||
| Depreciation, Depletion and Amortization | 23 | 22 | 1,372 | 1,225 | |||
| Exploration Expense | — | — | 32 | 13 | |||
| (Income) Loss From Equity-Accounted Affiliates | — | — | (8) | (18) | |||
| Segment Income (Loss) | (47) | (36) | 1,348 | 1,044 | |||
| General and Administrative | 242 | 201 | 242 | 201 | |||
| Finance Costs, Net | 165 | 120 | 165 | 120 | |||
| Integration, Transaction and Other Costs | 111 | 53 | 111 | 53 | |||
| Foreign Exchange (Gain) Loss, Net | (165) | 381 | (165) | 381 | |||
| (Gain) Loss on Divestiture of Assets | 22 | 2 | 22 | 2 | |||
| Other (Income) Loss, Net | (61) | 103 | (61) | 103 | |||
| 314 | 860 | 314 | 860 | ||||
| Earnings (Loss) Before Income Tax | 1,034 | 184 | |||||
| Income Tax Expense (Recovery) | 100 | 38 | |||||
| Net Earnings (Loss) | 934 | 146 | |||||
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 9 | ||||||
| --- | --- |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| Upstream | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the twelve months ended | Oil Sands | Conventional | Offshore | Total | ||||||||||||
| December 31, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||
| Gross Sales | ||||||||||||||||
| External Sales | 21,541 | 21,857 | 1,305 | 1,211 | 1,508 | 1,572 | 24,354 | 24,640 | ||||||||
| Intersegment Sales | 6,786 | 6,590 | 1,355 | 1,848 | — | — | 8,141 | 8,438 | ||||||||
| 28,327 | 28,447 | 2,660 | 3,059 | 1,508 | 1,572 | 32,495 | 33,078 | |||||||||
| Royalties | (2,920) | (3,274) | (55) | (76) | (80) | (99) | (3,055) | (3,449) | ||||||||
| Revenues | 25,407 | 25,173 | 2,605 | 2,983 | 1,428 | 1,473 | 29,440 | 29,629 | ||||||||
| Expenses | ||||||||||||||||
| Purchased Product | 2,886 | 1,851 | 1,337 | 1,823 | — | — | 4,223 | 3,674 | ||||||||
| Transportation and Blending | 10,875 | 11,000 | 351 | 320 | 17 | 11 | 11,243 | 11,331 | ||||||||
| Operating | 2,754 | 2,511 | 464 | 555 | 349 | 423 | 3,567 | 3,489 | ||||||||
| Realized (Gain) Loss on Risk<br> Management | 8 | 20 | (4) | (6) | — | — | 4 | 14 | ||||||||
| Operating Margin | 8,884 | 9,791 | 457 | 291 | 1,062 | 1,039 | 10,403 | 11,121 | ||||||||
| Unrealized (Gain) Loss on Risk<br><br>Management | 3 | (16) | (4) | 4 | — | — | (1) | (12) | ||||||||
| Depreciation, Depletion and<br> Amortization | 3,433 | 3,117 | 479 | 442 | 440 | 563 | 4,352 | 4,122 | ||||||||
| Exploration Expense | 11 | 2 | 22 | 1 | 8 | 66 | 41 | 69 | ||||||||
| (Income) Loss From Equity-<br> Accounted Affiliates | (38) | (14) | — | 2 | (31) | (53) | (69) | (65) | ||||||||
| Segment Income (Loss) | 5,475 | 6,702 | (40) | (158) | 645 | 463 | 6,080 | 7,007 | Downstream | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Canadian Refining | U.S. Refining | Total | ||||||||||||||
| For the twelve months ended December 31, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Gross Sales | ||||||||||||||||
| External Sales | 4,282 | 4,787 | 24,115 | 28,299 | 28,397 | 33,086 | ||||||||||
| Intersegment Sales | 797 | 523 | 3 | 9 | 800 | 532 | ||||||||||
| 5,079 | 5,310 | 24,118 | 28,308 | 29,197 | 33,618 | |||||||||||
| Royalties | — | — | — | — | — | — | ||||||||||
| Revenues | 5,079 | 5,310 | 24,118 | 28,308 | 29,197 | 33,618 | ||||||||||
| Expenses | ||||||||||||||||
| Purchased Product | 4,128 | 4,483 | 21,727 | 25,769 | 25,855 | 30,252 | ||||||||||
| Transportation and Blending | — | — | — | — | — | — | ||||||||||
| Operating | 597 | 907 | 2,546 | 2,763 | 3,143 | 3,670 | ||||||||||
| Realized (Gain) Loss on Risk Management | — | — | (6) | 8 | (6) | 8 | ||||||||||
| Operating Margin | 354 | (80) | (149) | (232) | 205 | (312) | ||||||||||
| Unrealized (Gain) Loss on Risk Management | — | — | (5) | 8 | (5) | 8 | ||||||||||
| Depreciation, Depletion and Amortization | 178 | 185 | 566 | 462 | 744 | 647 | ||||||||||
| Exploration Expense | — | — | — | — | — | — | ||||||||||
| (Income) Loss From Equity-Accounted Affiliates | — | — | — | — | — | — | ||||||||||
| Segment Income (Loss) | 176 | (265) | (710) | (702) | (534) | (967) | ||||||||||
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 10 | |||||||||||||||
| --- | --- |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| Corporate and Eliminations | Consolidated | |||
|---|---|---|---|---|
| For the twelve months ended December 31, | 2025 | 2024 | 2025 | 2024 |
| Gross Sales | ||||
| External Sales | — | — | 52,751 | 57,726 |
| Intersegment Sales | (8,941) | (8,970) | — | — |
| (8,941) | (8,970) | 52,751 | 57,726 | |
| Royalties | — | — | (3,055) | (3,449) |
| Revenues | (8,941) | (8,970) | 49,696 | 54,277 |
| Expenses | ||||
| Purchased Product | (7,910) | (7,823) | 22,168 | 26,103 |
| Transportation and Blending | (723) | (793) | 10,520 | 10,538 |
| Purchased Product, Transportation and Blending | (8,633) | (8,616) | 32,688 | 36,641 |
| Operating | (374) | (318) | 6,336 | 6,841 |
| Realized (Gain) Loss on Risk Management | (20) | 24 | (22) | 46 |
| Unrealized (Gain) Loss on Risk Management | (9) | 16 | (15) | 12 |
| Depreciation, Depletion and Amortization | 96 | 102 | 5,192 | 4,871 |
| Exploration Expense | — | — | 41 | 69 |
| (Income) Loss From Equity-Accounted Affiliates | 16 | (1) | (53) | (66) |
| Segment Income (Loss) | (17) | (177) | 5,529 | 5,863 |
| General and Administrative | 812 | 794 | 812 | 794 |
| Finance Costs, Net | 569 | 514 | 569 | 514 |
| Integration, Transaction and Other Costs | 234 | 166 | 234 | 166 |
| Foreign Exchange (Gain) Loss, Net | (361) | 462 | (361) | 462 |
| (Gain) Loss on Divestiture of Assets | (87) | (119) | (87) | (119) |
| Re-measurement of Contingent Payments | — | 30 | — | 30 |
| Other (Income) Loss, Net | (115) | (55) | (115) | (55) |
| 1,052 | 1,792 | 1,052 | 1,792 | |
| Earnings (Loss) Before Income Tax | 4,477 | 4,071 | ||
| Income Tax Expense (Recovery) | 547 | 929 | ||
| Net Earnings (Loss) | 3,930 | 3,142 | ||
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 11 | |||
| --- | --- |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
B) External Sales by Product
| Upstream | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended | Oil Sands | Conventional | Offshore | Total | ||||||||||||
| December 31, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||
| Crude Oil | 5,497 | 5,220 | 59 | 50 | 58 | 58 | 5,614 | 5,328 | ||||||||
| Natural Gas and Other | 74 | 69 | 255 | 195 | 187 | 239 | 516 | 503 | ||||||||
| NGLs (1) | 96 | 43 | 55 | 100 | 92 | 76 | 243 | 219 | ||||||||
| External Sales | 5,667 | 5,332 | 369 | 345 | 337 | 373 | 6,373 | 6,050 | Downstream | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Canadian Refining | U.S. Refining | Total | ||||||||||||||
| For the three months ended December 31, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Gasoline | 53 | 66 | 1,934 | 3,179 | 1,987 | 3,245 | ||||||||||
| Distillates (2) | 354 | 341 | 1,571 | 2,483 | 1,925 | 2,824 | ||||||||||
| Synthetic Crude Oil | 353 | 491 | — | — | 353 | 491 | ||||||||||
| Asphalt | 109 | 115 | 168 | 276 | 277 | 391 | ||||||||||
| Other Products and Services | 154 | 92 | 484 | 634 | 638 | 726 | ||||||||||
| External Sales | 1,023 | 1,105 | 4,157 | 6,572 | 5,180 | 7,677 | ||||||||||
| Upstream | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||
| For the twelve months ended | Oil Sands | Conventional | Offshore | Total | ||||||||||||
| December 31, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||
| Crude Oil | 20,215 | 21,183 | 215 | 207 | 401 | 321 | 20,831 | 21,711 | ||||||||
| Natural Gas and Other | 318 | 332 | 864 | 648 | 850 | 925 | 2,032 | 1,905 | ||||||||
| NGLs (1) | 1,008 | 342 | 226 | 356 | 257 | 326 | 1,491 | 1,024 | ||||||||
| External Sales | 21,541 | 21,857 | 1,305 | 1,211 | 1,508 | 1,572 | 24,354 | 24,640 | Downstream | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Canadian Refining | U.S. Refining | Total | ||||||||||||||
| For the twelve months ended December 31, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Gasoline | 234 | 429 | 11,640 | 13,792 | 11,874 | 14,221 | ||||||||||
| Distillates (2) | 1,422 | 1,484 | 9,170 | 10,632 | 10,592 | 12,116 | ||||||||||
| Synthetic Crude Oil | 1,567 | 1,814 | — | — | 1,567 | 1,814 | ||||||||||
| Asphalt | 506 | 548 | 924 | 1,029 | 1,430 | 1,577 | ||||||||||
| Other Products and Services | 553 | 512 | 2,381 | 2,846 | 2,934 | 3,358 | ||||||||||
| External Sales | 4,282 | 4,787 | 24,115 | 28,299 | 28,397 | 33,086 |
(1)Third-party condensate sales are included within NGLs.
(2)Includes diesel and jet fuel.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 12 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
C) Geographical Information
| Revenues (1) | ||||
|---|---|---|---|---|
| Three Months Ended | Twelve Months Ended | |||
| For the periods ended December 31, | 2025 | 2024 | 2025 | 2024 |
| Canada | 6,430 | 6,556 | 23,789 | 26,791 |
| United States | 4,198 | 5,967 | 24,895 | 26,333 |
| China | 255 | 290 | 1,012 | 1,153 |
| Consolidated | 10,883 | 12,813 | 49,696 | 54,277 |
(1)Revenues from external customers by country are classified based on the jurisdiction in which the selling entities are located.
| Non-Current Assets (1) | ||
|---|---|---|
| As at December 31, | 2025 | 2024 |
| Canada | 47,641 | 37,006 |
| United States | 2,514 | 5,902 |
| China | 939 | 1,249 |
| Indonesia | 203 | 295 |
| Consolidated | 51,297 | 44,452 |
(1)Includes exploration and evaluation (“E&E”) assets, property, plant and equipment (“PP&E”), right-of-use (“ROU”) assets, income tax receivable, investments in equity-accounted affiliates, precious metals, intangible assets and goodwill.
D) Assets by Segment
| E&E Assets | PP&E | ROU Assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at December 31, | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||
| Oil Sands | 568 | 461 | 34,149 | 24,646 | 1,204 | 1,018 | ||||||
| Conventional | — | 15 | 2,202 | 2,230 | 44 | 57 | ||||||
| Offshore | 7 | 8 | 4,008 | 3,365 | 180 | 95 | ||||||
| Canadian Refining | — | — | 2,452 | 2,511 | 50 | 39 | ||||||
| U.S. Refining | — | — | 2,238 | 5,538 | 287 | 342 | ||||||
| Corporate and Eliminations | — | — | 211 | 278 | 388 | 399 | ||||||
| Consolidated | 575 | 484 | 45,260 | 38,568 | 2,153 | 1,950 | Goodwill | Total Assets | ||||
| --- | --- | --- | --- | --- | ||||||||
| As at December 31, | 2025 | 2024 | 2025 | 2024 | ||||||||
| Oil Sands | 2,912 | 2,923 | 42,505 | 31,668 | ||||||||
| Conventional | — | — | 2,579 | 2,610 | ||||||||
| Offshore | — | — | 4,756 | 4,089 | ||||||||
| Canadian Refining | — | — | 2,831 | 2,901 | ||||||||
| U.S. Refining | — | — | 4,698 | 9,517 | ||||||||
| Corporate and Eliminations | — | — | 6,055 | 5,754 | ||||||||
| Consolidated | 2,912 | 2,923 | 63,424 | 56,539 | ||||||||
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 13 | |||||||||||
| --- | --- |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
E) Capital Expenditures (1)
| Three Months Ended | Twelve Months Ended | |||
|---|---|---|---|---|
| For the periods ended December 31, | 2025 | 2024 | 2025 | 2024 |
| Capital Investment | ||||
| Oil Sands | 862 | 773 | 2,944 | 2,714 |
| Conventional | 151 | 121 | 453 | 421 |
| Offshore | ||||
| Atlantic | 174 | 312 | 848 | 1,077 |
| Asia Pacific | 32 | 24 | 86 | 68 |
| Total Upstream | 1,219 | 1,230 | 4,331 | 4,280 |
| Canadian Refining | 34 | 63 | 117 | 208 |
| U.S. Refining | 99 | 168 | 442 | 488 |
| Total Downstream | 133 | 231 | 559 | 696 |
| Corporate and Eliminations | 8 | 17 | 17 | 39 |
| 1,360 | 1,478 | 4,907 | 5,015 | |
| Acquisitions | ||||
| Oil Sands (Note 3) | 9,885 | 2 | 10,120 | 9 |
| Conventional | 11 | 1 | 44 | 13 |
| 9,896 | 3 | 10,164 | 22 | |
| Total Capital Expenditures | 11,256 | 1,481 | 15,071 | 5,037 |
(1)Includes expenditures on PP&E, E&E assets and capitalized interest.
| 2. BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE |
|---|
In these interim Consolidated Financial Statements, unless otherwise indicated, all dollars are expressed in Canadian dollars. All references to C$ or $ are to Canadian dollars and references to US$ are to U.S. dollars.
These interim Consolidated Financial Statements were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) (the “IFRS Accounting Standards”) applicable to the preparation of interim financial statements, including International Accounting Standard 34, “Interim Financial Reporting”. These interim Consolidated Financial Statements were prepared following the same accounting policies and methods of computation as the annual Consolidated Financial Statements for the year ended December 31, 2024.
Certain information and disclosures normally included in the notes to the annual Consolidated Financial Statements were condensed. Accordingly, these interim Consolidated Financial Statements should be read in conjunction with the annual Consolidated Financial Statements for the year ended December 31, 2024, which were prepared in accordance with IFRS Accounting Standards.
These interim Consolidated Financial Statements were approved by the Board of Directors effective February 18, 2026.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 14 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| 3. MEG ENERGY CORP. ACQUISITION |
|---|
A) Summary of the Acquisition
On November 13, 2025, Cenovus completed the MEG Acquisition pursuant to which Cenovus acquired all the issued and outstanding common shares of MEG, other than common shares of MEG already owned by Cenovus, for total purchase consideration of $7.1 billion, consisting of $3.4 billion in cash, 143.9 million Cenovus common shares and $32 million of assumed stock-based compensation. Prior to closing the MEG Acquisition, the Company held an aggregate of 25.0 million common shares of MEG with an acquisition-date fair value of $775 million.
The MEG Acquisition provides Cenovus with additional oil sands assets that are directly adjacent to the Company’s Christina Lake asset and are reported under the Christina Lake results in the Oil Sands segment.
The MEG Acquisition was accounted for using the acquisition method pursuant to IFRS 3, “Business Combinations” (“IFRS 3”). Under the acquisition method, assets and liabilities are recorded at fair value on the date of acquisition, with the exception of ROU assets, lease liabilities, income taxes and stock-based compensation. The total consideration is allocated to the assets acquired and liabilities assumed. The excess of consideration given over the fair value of the net assets acquired, if any, is recorded as goodwill. In accordance with the step acquisition treatment of IFRS 3, the previously held interest in MEG is required to be re-measured to fair value at the acquisition date with any gain or loss recognized in net earnings (loss).
B) Identifiable Assets Acquired and Liabilities Assumed
The preliminary purchase price allocation is based on Management’s best estimate of fair value. Upon finalizing the fair value of net assets acquired, adjustments to initial estimates, including goodwill, may be required.
The following table summarizes the details of the consideration and the recognized amounts of assets acquired and liabilities assumed at the date of the acquisition.
| As at | November 13, 2025 |
|---|---|
| Consideration | |
| Cash | 3,441 |
| Common Shares (1) | 3,667 |
| Stock-Based Compensation | 32 |
| Total Purchase Consideration | 7,140 |
| Fair Value of Pre-Existing Ownership Interest | 775 |
| Total Consideration | 7,915 |
| Identifiable Assets Acquired and Liabilities Assumed | |
| Cash | 36 |
| Accounts Receivable and Accrued Revenues | 571 |
| Income Tax Receivable | 13 |
| Inventories | 499 |
| Exploration and Evaluation Assets | 174 |
| Property, Plant and Equipment | 9,709 |
| Right-of-Use Assets | 301 |
| Other Assets | 13 |
| Accounts Payable and Accrued Liabilities | (444) |
| Income Tax Payable | (3) |
| Long-Term Debt | (843) |
| Lease Liabilities | (366) |
| Decommissioning Liabilities | (184) |
| Other Liabilities | (27) |
| Deferred Income Tax Liabilities, Net | (1,534) |
| Total Identifiable Net Assets | 7,915 |
| Goodwill | — |
(1)Based on the November 13, 2025, opening share price of $25.48, as reported on the TSX.
The fair value and gross contractual amount of acquired accounts receivable and accrued revenues was $571 million, all of which was collected.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 15 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
C) Fair Value of Pre-Existing Ownership Interest
The acquisition-date fair value of the previously held MEG common shares was estimated to be $775 million and the net carrying value was $752 million. Cenovus recognized a revaluation gain of $23 million, which is recorded in gain (loss) on divestiture of assets in net earnings (loss).
D) Transaction Costs
For the three and twelve months ended December 31, 2025, integration and transaction costs related to the acquisition of $70 million and $72 million, respectively, were recognized in net earnings (loss).
E) Revenue and Profit Contribution
The acquired business contributed revenues of $623 million and segment income of $29 million for the period from November 13, 2025, to December 31, 2025.
If the closing of the MEG Acquisition had occurred on January 1, 2025, Cenovus's consolidated pro forma revenues and segment income for the twelve months ended December 31, 2025, would have been $53.4 billion and $6.0 billion, respectively. These amounts were calculated using results from the acquired business adjusting them for additional DD&A that would be charged assuming the fair value adjustments to PP&E had applied from January 1, 2025, and differences in accounting policies. This pro forma information is not necessarily indicative of the results that would have been obtained if the MEG Acquisition had actually occurred on January 1, 2025.
| 4. FINANCE COSTS, NET | ||||
|---|---|---|---|---|
| Three Months Ended | Twelve Months Ended | |||
| --- | --- | --- | --- | --- |
| For the periods ended December 31, | 2025 | 2024 | 2025 | 2024 |
| Interest Expense – Short-Term Borrowings and Long-Term Debt | 102 | 78 | 333 | 307 |
| Net Premium (Discount) on Redemption of Long-Term Debt (1) | 9 | — | 9 | — |
| Interest Expense – Lease Liabilities (Note 12) | 45 | 43 | 171 | 162 |
| Unwinding of Discount on Decommissioning Liabilities (Note 14) | 64 | 56 | 243 | 225 |
| Other | — | 5 | 40 | 35 |
| Capitalized Interest | (25) | (15) | (86) | (45) |
| Finance Costs | 195 | 167 | 710 | 684 |
| Interest Income | (30) | (47) | (141) | (170) |
| 165 | 120 | 569 | 514 |
(1)Includes the premium on redemption, transaction costs and the amortization of associated fair value adjustments.
| 5. FOREIGN EXCHANGE (GAIN) LOSS, NET | | --- || | Three Months Ended | | Twelve Months Ended | | | --- | --- | --- | --- | --- | | For the periods ended December 31, | 2025 | 2024 | 2025 | 2024 | | Unrealized Foreign Exchange (Gain) Loss on Translation of: | | | | | | U.S. Dollar Debt | (128) | 338 | (312) | 442 | | Other | (48) | 111 | (112) | 108 | | Unrealized Foreign Exchange (Gain) Loss | (176) | 449 | (424) | 550 | | Realized Foreign Exchange (Gain) Loss | 11 | (68) | 63 | (88) | | | (165) | 381 | (361) | 462 | | Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 16 | | --- | --- |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| 6. DIVESTITURES |
|---|
On September 30, 2025, the Company divested its entire 50 percent interest in WRB, which was reported in the U.S. Refining segment, for proceeds of US$1.3 billion (C$1.9 billion) after closing adjustments. The before-tax gain of $119 million on divestiture reflects the difference between proceeds and the Company’s share of net assets of $3.0 billion and a cumulative foreign currency translation adjustment directly attributable to WRB of $1.3 billion (see Note 17) that was recycled upon divestiture.
The Company also closed the sale of certain Lloydminster thermal assets in the Oil Sands segment for total proceeds of $75 million in cash and variable consideration of $29 million, which resulted in a before-tax loss of $58 million.
| 7. IMPAIRMENT CHARGES AND REVERSALS |
|---|
A) Upstream Cash-Generating Units
i) 2025 Impairment Charges
The Company tested cash-generating units (“CGUs”) with associated goodwill for impairment as at December 31, 2025, and there were no impairments. No impairment indicators were identified for the remaining CGUs.
Key Assumptions
The recoverable amounts (Level 3) of Cenovus’s Oil Sands CGUs with associated goodwill were estimated using fair value less costs of disposal (“FVLCOD”). Key assumptions used to estimate the present value of future net cash flows from reserves include expected future production volumes, quantity of reserves, forward commodity prices, and future development and operating expenses, all consistent with Cenovus’s independent qualified reserve evaluators (“IQREs”), as well as discount rates. Fair values for producing properties were calculated based on discounted after-tax cash flows of proved and probable reserves using the IQRE forward prices and cost estimates as at December 31, 2025. All reserves were evaluated as at December 31, 2025, by the Company’s IQREs.
Crude Oil, NGLs and Natural Gas Prices
The forward commodity prices as at December 31, 2025, used to determine future cash flows from crude oil, NGLs and natural gas reserves were:
| 2026 | 2027 | 2028 | 2029 | 2030 | Average Annual Increase Thereafter<br><br>(percent) | |
|---|---|---|---|---|---|---|
| WTI (1) (US$/bbl) (2) | 59.92 | 65.10 | 70.28 | 71.93 | 73.37 | 2.00 |
| WCS (3) (C$/bbl) | 65.13 | 70.43 | 76.90 | 78.71 | 80.29 | 2.00 |
| Condensate at Edmonton (C$/bbl) | 80.01 | 86.19 | 92.83 | 95.04 | 96.94 | 2.00 |
| Alberta Energy Company Natural Gas (C$/Mcf) (4) | 3.00 | 3.30 | 3.49 | 3.58 | 3.65 | 2.00 |
(1)West Texas Intermediate (“WTI”).
(2)Barrel ("bbl").
(3)Western Canadian Select at Hardisty (“WCS”).
(4)One thousand cubic feet (“Mcf”).
Discount Rates
Discounted future cash flows were determined by applying a discount rate of 13 percent.
Sensitivities
A one percent increase in the discount rate or a five percent decrease in forward commodity price estimates would not impact the results of the impairment tests performed.
ii) 2024 Impairment Charges
The Company tested the CGUs with associated goodwill for impairment as at December 31, 2024, and there were no impairments. No impairment indicators were identified for the remaining CGUs.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 17 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
B) Downstream Cash-Generating Units
i) 2025 Impairment Charges and Reversals
As at December 31, 2025, there were no indicators of impairment or impairment reversals for the Company's downstream CGUs.
ii) 2024 Impairment Charges and Reversals
As at December 31, 2024, lower forward Chicago 3-2-1 crack spreads, net of renewable identification numbers (“RINs”), that would result in lower margins for refined products was identified as an indicator of impairment for the Lima, Toledo and Wood River CGUs. As a result, these CGUs were tested for impairment.
The recoverable amounts of the Lima, Toledo and Wood River CGUs were in excess of their respective carrying amounts and no impairment was recorded. There were no indicators of impairment for the remaining downstream CGUs and no indicators of impairment reversal for the Superior and Borger CGUs.
| 8. INCOME TAXES | | --- || | Three Months Ended | | Twelve Months Ended | | | --- | --- | --- | --- | --- | | For the periods ended December 31, | 2025 | 2024 | 2025 | 2024 | | Current Tax | | | | | | Canada | (251) | 311 | 540 | 1,141 | | United States | (1) | 7 | (1) | 9 | | Asia Pacific | 54 | 57 | 198 | 214 | | Other International | 9 | 13 | 41 | 39 | | Total Current Tax Expense (Recovery) | (189) | 388 | 778 | 1,403 | | Deferred Tax Expense (Recovery) | 289 | (350) | (231) | (474) | | | 100 | 38 | 547 | 929 | | 9. PER SHARE AMOUNTS | | --- |
A) Net Earnings (Loss) Per Common Share – Basic and Diluted
| Three Months Ended | Twelve Months Ended | |||
|---|---|---|---|---|
| For the periods ended December 31, | 2025 | 2024 | 2025 | 2024 |
| Net Earnings (Loss) | 934 | 146 | 3,930 | 3,142 |
| Effect of Cumulative Dividends on Preferred Shares | (2) | (9) | (14) | (36) |
| Net Earnings (Loss) – Basic | 932 | 137 | 3,916 | 3,106 |
| Effect of Stock-Based Compensation | (7) | (7) | (1) | 3 |
| Net Earnings (Loss) – Diluted | 925 | 130 | 3,915 | 3,109 |
| Basic – Weighted Average Number of Shares (thousands) | 1,818,955 | 1,825,847 | 1,809,902 | 1,850,193 |
| Dilutive Effect of Warrants | 2,185 | 2,704 | 2,782 | 4,483 |
| Dilutive Effect of Stock-Based Compensation | 14,954 | 10,410 | 7,177 | 8,540 |
| Diluted – Weighted Average Number of Shares (thousands) | 1,836,094 | 1,838,961 | 1,819,861 | 1,863,216 |
| Net Earnings (Loss) Per Common Share – Basic ($) | 0.51 | 0.08 | 2.16 | 1.68 |
| Net Earnings (Loss) Per Common Share – Diluted (1) ($) | 0.50 | 0.07 | 2.15 | 1.67 |
(1)For the three and twelve months ended December 31, 2025, 8.9 million and 9.0 million, respectively (2024 — 3.5 million and 9.8 million, respectively) common shares related to the assumed exercise of stock-based compensation were excluded from the calculation of dilutive net earnings (loss) per share, as the effect was anti-dilutive.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 18 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
B) Common Share Dividends
| 2025 | 2024 | |||
|---|---|---|---|---|
| For the twelve months ended December 31, | Per Share | Amount | Per Share | Amount |
| Base Dividends | 0.780 | 1,423 | 0.680 | 1,255 |
| Variable Dividends | — | — | 0.135 | 251 |
| Total Common Share Dividends Declared and Paid | 0.780 | 1,423 | 0.815 | 1,506 |
The declaration of common share dividends is at the sole discretion of the Company’s Board of Directors and is considered quarterly.
On February 18, 2026, the Company’s Board of Directors declared a first quarter base dividend of $0.200 per common share, payable on March 31, 2026, to common shareholders of record as at March 13, 2026.
C) Preferred Share Dividends
| For the twelve months ended December 31, | 2025 | 2024 |
|---|---|---|
| Series 1 First Preferred Shares | 7 | 7 |
| Series 2 First Preferred Shares | 1 | 2 |
| Series 3 First Preferred Shares | — | 12 |
| Series 5 First Preferred Shares | 2 | 9 |
| Series 7 First Preferred Shares | 4 | 6 |
| Total Preferred Share Dividends Declared | 14 | 36 |
The declaration of preferred share dividends is at the sole discretion of the Company’s Board of Directors and is considered quarterly.
For the twelve months ended December 31, 2025, the Company paid preferred share dividends of $14 million (2024 – $45 million).
On February 18, 2026, the Company’s Board of Directors declared first quarter preferred share dividends of $2 million payable on March 31, 2026, to preferred shareholders of record as at March 13, 2026.
| 10. EXPLORATION AND EVALUATION ASSETS, NET | | --- || | Total | | --- | --- | | As at December 31, 2024 | 484 | | Acquisitions (Note 3) | 174 | | Additions | 87 | | Transfer to PP&E (Note 11) | (145) | | Write-downs (1) | (25) | | Exchange Rate Movements and Other | — | | As at December 31, 2025 | 575 |
(1)For the twelve months ended December 31, 2025, previously capitalized E&E costs of $4 million and $21 million in the Oil Sands and Conventional segments, respectively, were written off as exploration expense, as the carrying value was not considered to be recoverable.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 19 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| 11. PROPERTY, PLANT AND EQUIPMENT, NET | | --- || | Crude Oil and Natural Gas Properties | Processing, Transportation and Storage Assets | Refining Assets | Other Assets (1) | Total | | --- | --- | --- | --- | --- | --- | | COST | | | | | | | As at December 31, 2024 | 52,090 | 280 | 14,325 | 1,975 | 68,670 | | Acquisitions (Note 3) | 9,990 | — | — | — | 9,990 | | Additions | 4,244 | 4 | 543 | 29 | 4,820 | | Transfer from E&E (Note 10) | 145 | — | — | — | 145 | | Change in Decommissioning Liabilities | 184 | (1) | 1 | (4) | 180 | | Divestitures (Note 6) | (593) | — | (7,243) | (18) | (7,854) | | Exchange Rate Movements and Other (2) | (493) | (8) | (479) | (23) | (1,003) | | As at December 31, 2025 | 65,567 | 275 | 7,147 | 1,959 | 74,948 | | ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION | | | | | | | As at December 31, 2024 | 21,849 | 141 | 6,675 | 1,437 | 30,102 | | Depreciation, Depletion and Amortization | 4,154 | 11 | 617 | 79 | 4,861 | | Divestitures (Note 6) | (408) | — | (4,195) | (8) | (4,611) | | Exchange Rate Movements and Other (2) | (387) | (9) | (263) | (5) | (664) | | As at December 31, 2025 | 25,208 | 143 | 2,834 | 1,503 | 29,688 | | CARRYING VALUE | | | | | | | As at December 31, 2024 | 30,241 | 139 | 7,650 | 538 | 38,568 | | As at December 31, 2025 | 40,359 | 132 | 4,313 | 456 | 45,260 |
(1)Includes assets within the commercial fuels business, office furniture, fixtures, leasehold improvements, information technology and aircraft.
(2)Includes derecognition of fully depreciated and depleted assets no longer owned by Cenovus of $362 million.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 20 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| 12. LEASES |
|---|
A) Right-of-Use Assets, Net
| Real Estate | Transportation and Storage Assets (1) | Refining Assets | Other Assets (2) | Total | |
|---|---|---|---|---|---|
| COST | |||||
| As at December 31, 2024 | 592 | 2,392 | 178 | 125 | 3,287 |
| Acquisitions (Note 3) | 9 | 292 | — | — | 301 |
| Additions | 8 | 153 | — | 15 | 176 |
| Modifications | 4 | 143 | 1 | 2 | 150 |
| Divestitures (Note 6) | (1) | (175) | (23) | (9) | (208) |
| Exchange Rate Movements and Other | (1) | (170) | (8) | (11) | (190) |
| As at December 31, 2025 | 611 | 2,635 | 148 | 122 | 3,516 |
| ACCUMULATED DEPRECIATION | |||||
| As at December 31, 2024 | 193 | 999 | 94 | 51 | 1,337 |
| Depreciation | 35 | 248 | 11 | 37 | 331 |
| Divestitures (Note 6) | (1) | (144) | (8) | (9) | (162) |
| Exchange Rate Movements and Other | (4) | (126) | (5) | (8) | (143) |
| As at December 31, 2025 | 223 | 977 | 92 | 71 | 1,363 |
| CARRYING VALUE | |||||
| As at December 31, 2024 | 399 | 1,393 | 84 | 74 | 1,950 |
| As at December 31, 2025 | 388 | 1,658 | 56 | 51 | 2,153 |
(1)Includes a pipeline, storage tanks, terminals, railcars, vessels, a natural gas processing plant and caverns.
(2)Includes assets in the commercial fuels business, fleet vehicles, camps and other equipment.
B) Lease Liabilities
| Total | |
|---|---|
| As at December 31, 2024 | 2,927 |
| Acquisitions (Note 3) | 366 |
| Additions | 174 |
| Interest Expense (Note 4) | 171 |
| Lease Payments | (521) |
| Divestitures (Note 6) | (39) |
| Modifications | 150 |
| Exchange Rate Movements and Other | (53) |
| As at December 31, 2025 | 3,175 |
| Less: Current Portion | 369 |
| Long-Term Portion | 2,806 |
| 13. DEBT AND CAPITAL STRUCTURE | |
| --- |
A) Short-Term Borrowings
| As at December 31, | Notes | 2025 | 2024 |
|---|---|---|---|
| Uncommitted Demand Facilities | i | — | — |
| WRB Uncommitted Demand Facilities | ii | — | 173 |
| Total Debt Principal | — | 173 | |
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 21 | ||
| --- | --- |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
i) Uncommitted Demand Facilities
As at December 31, 2025, the Company had uncommitted demand facilities of $1.5 billion (December 31, 2024 – $1.7 billion) in place, of which $1.4 billion may be drawn for general purposes, or the full amount may be available to issue letters of credit. As at December 31, 2025, there were outstanding letters of credit aggregating to $341 million (December 31, 2024 – $355 million) and no direct borrowings (December 31, 2024 – $nil).
ii) WRB Uncommitted Demand Facilities
On September 30, 2025, Cenovus completed the divestiture of its entire 50 percent interest in WRB, which included the Company’s proportionate share of the WRB uncommitted demand facilities outstanding of US$225 million (C$313 million) (see Note 6). Cenovus’s proportionate share of the WRB uncommitted demand facilities outstanding as at December 31, 2024, was US$120 million (C$173 million).
B) Long-Term Debt
| As at December 31, | Notes | 2025 | 2024 |
|---|---|---|---|
| Committed Credit Facility | i | — | — |
| Term Loan Facility | ii | 2,700 | — |
| U.S. Dollar Denominated Senior Unsecured Notes | iii | 5,887 | 5,470 |
| Canadian Dollar Senior Unsecured Notes | iii | 2,450 | 2,000 |
| Total Debt Principal | 11,037 | 7,470 | |
| Debt Premiums (Discounts), Net, and Transaction Costs | (5) | 64 | |
| Long-Term Debt | 11,032 | 7,534 | |
| Less: Current Portion | — | 192 | |
| Long-Term Portion | 11,032 | 7,342 |
i) Committed Credit Facility
On September 19, 2025, Cenovus renewed its existing committed credit facility to extend the maturity dates by more than one year. As at December 31, 2025, the committed credit facility consists of a $3.3 billion tranche maturing on September 19, 2029, and a $2.2 billion tranche maturing on September 19, 2028. As at December 31, 2025, no amount was drawn on the credit facility (December 31, 2024 – $nil).
The committed credit facility may include Canadian Overnight Repo Rate Average (“CORRA”) loans, Secured Overnight Financing Rate (“SOFR”) loans, prime rate loans and U.S. Base Rate (“USBR”) loans.
ii) Term Loan Facility
Cenovus obtained a $2.7 billion term loan facility maturing on February 28, 2029, to fund a portion of the cash consideration for the MEG Acquisition (see Note 3). The term loan facility is unsecured and bears interest at the CORRA, SOFR, prime lending rate or USBR, as selected by the Company, plus the applicable pricing margins, which vary based on the Company’s credit rating.
iii) U.S. Dollar Denominated and Canadian Dollar Denominated Senior Unsecured Notes
Upon maturity on July 15, 2025, the Company repaid its 5.38 percent senior unsecured notes with a principal of US$133 million, in full.
Upon closing of the MEG Acquisition, the Company assumed MEG’s U.S. dollar senior unsecured notes with a fair value of $843 million (notional value – US$600 million) (see Note 3). The notes were subsequently redeemed on December 1, 2025, in full.
On November 20, 2025, the Company closed public offerings in Canada and the U.S. of senior unsecured notes of $2.6 billion, composed of $650 million 4.25 percent notes due in 2033, $550 million 4.60 percent notes due in 2035, US$500 million 4.65 percent notes due in 2031 and US$500 million 5.40 percent notes due in 2036.
On December 1, 2025, the Company redeemed its 4.25 percent senior unsecured notes with a principal of US$373 million, in full. On December 22, 2025, the Company redeemed its 3.60 percent senior unsecured notes with a principal of $750 million, in full. For the twelve months ended December 31, 2025, a premium on redemption, net of amortization costs, of $9 million was recorded in finance costs.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 22 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
The principal amounts of the Company’s outstanding senior unsecured notes are:
| 2025 | 2024 | |||
|---|---|---|---|---|
| As at December 31, | US$ Principal | C$ Principal and Equivalent | US$ Principal | C$ Principal and Equivalent |
| U.S. Dollar Denominated Senior Unsecured Notes | ||||
| 5.38% due July 15, 2025 | — | — | 133 | 192 |
| 4.25% due April 15, 2027 | — | — | 373 | 537 |
| 4.40% due April 15, 2029 | 183 | 250 | 183 | 262 |
| 4.65% due March 20, 2031 | 500 | 685 | — | — |
| 2.65% due January 15, 2032 | 500 | 685 | 500 | 720 |
| 5.40% due March 20, 2036 | 500 | 685 | — | — |
| 5.25% due June 15, 2037 | 333 | 457 | 333 | 479 |
| 6.80% due September 15, 2037 | 191 | 262 | 191 | 275 |
| 6.75% due November 15, 2039 | 652 | 894 | 652 | 938 |
| 4.45% due September 15, 2042 | 91 | 125 | 91 | 131 |
| 5.20% due September 15, 2043 | 27 | 37 | 27 | 39 |
| 5.40% due June 15, 2047 | 569 | 779 | 569 | 818 |
| 3.75% due February 15, 2052 | 750 | 1,028 | 750 | 1,079 |
| 4,296 | 5,887 | 3,802 | 5,470 | |
| Canadian Dollar Senior Unsecured Notes | ||||
| 3.60% due March 10, 2027 | — | 750 | ||
| 3.50% due February 7, 2028 | 1,250 | 1,250 | ||
| 4.25% due March 20, 2033 | 650 | — | ||
| 4.60% due November 20, 2035 | 550 | — | ||
| 2,450 | 2,000 | |||
| Total Senior Unsecured Notes | 8,337 | 7,470 |
As at December 31, 2025, the Company was in compliance with all of the terms of its debt agreements. Under the terms of Cenovus’s committed credit facility and term loan facility, the Company is required to maintain a total debt to capitalization ratio, as defined in the agreements, not to exceed 65 percent. The Company is below this limit.
C) Capital Structure
Cenovus’s capital structure consists of shareholders’ equity and Net Debt. Net Debt includes the Company’s short-term borrowings, and the current and long-term portions of long-term debt, net of cash and cash equivalents, and short-term investments. Net Debt is used in managing the Company’s capital structure. The Company’s objectives when managing its capital structure are to maintain financial flexibility, preserve access to capital markets, ensure its ability to finance internally generated growth and to fund potential acquisitions, while maintaining the ability to meet the Company’s financial obligations as they come due. To ensure financial resilience, Cenovus may, among other actions, adjust capital and operating spending, steward working capital, draw down on its credit facilities or repay existing debt, adjust dividends paid to shareholders, purchase the Company’s common shares or preferred shares for cancellation, issue new debt, or issue new shares.
Cenovus monitors its capital structure and financing requirements using, among other things, Total Debt, Net Debt to adjusted earnings before interest, taxes and depreciation, depletion and amortization (“Adjusted EBITDA”), Net Debt to Adjusted Funds Flow and Net Debt to Capitalization. These measures are used to steward Cenovus’s overall debt position as measures of Cenovus’s overall financial strength.
Cenovus targets a Net Debt to Adjusted EBITDA ratio and a Net Debt to Adjusted Funds Flow ratio of approximately 1.0 times and Net Debt at or below $4.0 billion over the long-term at a WTI price of US$45.00 per barrel. These measures may fluctuate periodically outside this range due to factors such as persistently high or low commodity prices or the strengthening or weakening of the Canadian dollar relative to the U.S. dollar.
On November 28, 2025, Cenovus filed a base shelf prospectus that allows the Company to offer, from time to time, debt securities, common shares, preferred shares, subscription receipts, warrants, share purchase contracts and units in Canada, the U.S. and elsewhere as permitted by law. The base shelf prospectus will expire in December 2028. Offerings under the base shelf prospectus are subject to market conditions on terms set forth in one or more prospectus supplements.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 23 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
Net Debt to Adjusted EBITDA
| As at December 31, | 2025 | 2024 |
|---|---|---|
| Short-Term Borrowings | — | 173 |
| Current Portion of Long-Term Debt | — | 192 |
| Long-Term Portion of Long-Term Debt | 11,032 | 7,342 |
| Total Debt | 11,032 | 7,707 |
| Less: Cash and Cash Equivalents | (2,740) | (3,093) |
| Net Debt | 8,292 | 4,614 |
| Net Earnings (Loss) | 3,930 | 3,142 |
| Add (Deduct): | ||
| Finance Costs, Net | 569 | 514 |
| Income Tax Expense (Recovery) | 547 | 929 |
| Depreciation, Depletion and Amortization | 5,192 | 4,871 |
| Exploration and Evaluation Asset Write-downs | 25 | 37 |
| (Income) Loss From Equity-Accounted Affiliates | (53) | (66) |
| Unrealized (Gain) Loss on Risk Management | (15) | 12 |
| Foreign Exchange (Gain) Loss, Net | (361) | 462 |
| (Gain) Loss on Divestiture of Assets | (87) | (119) |
| Re-measurement of Contingent Payments | — | 30 |
| Other (Income) Loss, Net | (115) | (55) |
| Adjusted EBITDA (1) | 9,632 | 9,757 |
| Net Debt to Adjusted EBITDA (times) | 0.9 | 0.5 |
(1)Calculated on a trailing twelve-month basis.
Net Debt to Adjusted Funds Flow
| As at December 31, | 2025 | 2024 |
|---|---|---|
| Net Debt | 8,292 | 4,614 |
| Cash From (Used in) Operating Activities | 8,228 | 9,235 |
| (Add) Deduct: | ||
| Settlement of Decommissioning Liabilities | (280) | (234) |
| Net Change in Non-Cash Working Capital | (363) | 1,305 |
| Adjusted Funds Flow (1) | 8,871 | 8,164 |
| Net Debt to Adjusted Funds Flow (times) | 0.9 | 0.6 |
(1)Calculated on a trailing twelve-month basis.
Net Debt to Capitalization
| As at December 31, | 2025 | 2024 |
|---|---|---|
| Net Debt | 8,292 | 4,614 |
| Shareholders’ Equity | 31,622 | 29,754 |
| Capitalization | 39,914 | 34,368 |
| Net Debt to Capitalization (percent) | 21 | 13 |
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 24 | |
| --- | --- |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| 14. DECOMMISSIONING LIABILITIES | | --- || | Total | | --- | --- | | As at December 31, 2024 | 4,534 | | Liabilities Acquired (Note 3) | 267 | | Liabilities Incurred | 269 | | Liabilities Settled | (280) | | Change in Estimated Future Cash Flows | 54 | | Change in Discount Rate | (143) | | Unwinding of Discount on Decommissioning Liabilities (Note 4) | 243 | | Liabilities Divested (Note 6) | (61) | | Exchange Rate Movements | (11) | | As at December 31, 2025 | 4,872 |
As at December 31, 2025, the undiscounted amount of estimated future cash flows required to settle the obligation was discounted using a credit-adjusted risk-free rate of 5.5 percent (December 31, 2024 – 5.2 percent) and assumes an inflation rate of two percent (December 31, 2024 – two percent).
| 15. OTHER LIABILITIES | | --- || As at December 31, | 2025 | 2024 | | --- | --- | --- | | Renewable Volume Obligation, Net (1) | 235 | 284 | | Pension and Other Post-Employment Benefit Plan | 260 | 269 | | Employee Long-Term Incentives | 169 | 96 | | Provisions for Onerous and Unfavourable Contracts | 83 | 66 | | Provision for West White Rose Expansion Project | — | 54 | | Other | 142 | 150 | | | 889 | 919 |
(1)The gross amounts of the renewable volume obligation and RINs asset were $853 million and $618 million, respectively (December 31, 2024 – $652 million and $368 million, respectively).
| 16. SHARE CAPITAL AND WARRANTS |
|---|
A) Authorized
Cenovus is authorized to issue an unlimited number of common shares, and first and second preferred shares not exceeding, in aggregate, 20 percent of the number of issued and outstanding common shares. The first and second preferred shares may be issued in one or more series with rights and conditions to be determined by the Board of Directors prior to issuance and subject to the Company’s articles.
B) Issued and Outstanding – Common Shares
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Number of<br><br>Common<br><br>Shares<br><br>(thousands) | Amount | Number of<br><br>Common<br><br>Shares<br><br>(thousands) | Amount | |
| Outstanding, Beginning of Year | 1,825,038 | 15,659 | 1,871,868 | 16,031 |
| Issued Under the MEG Acquisition, Net of Issuance Costs (Note 4) | 143,935 | 3,667 | — | — |
| Issued Upon Exercise of Warrants | 2,471 | 24 | 3,982 | 39 |
| Issued Under Stock Option Plans | 1,394 | 20 | 5,049 | 68 |
| Purchase of Common Shares Under NCIB | (89,438) | (771) | (55,861) | (479) |
| Outstanding, End of Period | 1,883,400 | 18,599 | 1,825,038 | 15,659 |
As at December 31, 2025, there were 24.9 million common shares available for future issuance under the stock option plan.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 25 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
C) Normal Course Issuer Bid
For the twelve months ended December 31, 2025, the Company purchased and cancelled 89.4 million common shares through the NCIB. The common shares were purchased at a volume weighted average price of $21.87 per common share for a total of $2.0 billion. Paid in surplus representing the retained earnings prior to the split with Encana Corporation, now known as Ovintiv Inc., was reduced in full by $541 million. Retained earnings was then reduced by $683 million. The cumulative reduction to paid in surplus and retained earnings was $1.2 billion, which relates to the excess of the purchase price of the common shares over their average carrying value and share buyback tax of $38 million.
On November 7, 2025, the Company received approval from the TSX to renew the Company’s NCIB program to purchase up to 120.3 million common shares during the period from November 11, 2025, to November 10, 2026.
From January 1, 2026, to February 13, 2026, the Company purchased an additional 5.0 million common shares for $126 million. As at February 13, 2026, the Company can further purchase up to 107.9 million common shares under the NCIB.
D) Treasury Shares
Cenovus has an employee benefit plan trust (the “Trust”). The Trust, through an independent trustee, acquires Cenovus’s common shares on the open market, which are held to satisfy the Company’s obligations under certain stock-based compensation plans.
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Number of<br><br>Common<br><br>Shares<br><br>(thousands) | Amount | Number of<br><br>Common<br><br>Shares<br><br>(thousands) | Amount | |
| Outstanding, Beginning of Year | 2,000 | 43 | — | — |
| Purchased Under Employee Benefit Plan | 7,100 | 155 | 2,000 | 43 |
| Distributed Under Employee Benefit Plan | (3,842) | (82) | — | — |
| Outstanding, End of Period | 5,258 | 116 | 2,000 | 43 |
Paid in surplus was reduced by $6 million, representing the difference between the long-term incentive obligation and the weighted average carrying value of the treasury shares on settlement.
E) Issued and Outstanding – Preferred Shares
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Number of Preferred Shares (thousands) | Amount | Number of<br><br>Preferred<br><br>Shares<br><br>(thousands) | Amount | |
| Outstanding, Beginning of Year | 26,000 | 356 | 36,000 | 519 |
| Preferred Shares Redeemed | (14,000) | (243) | (10,000) | (163) |
| Outstanding, End of Period | 12,000 | 113 | 26,000 | 356 |
On March 31, 2025, and June 30, 2025, Cenovus exercised its right to redeem all 8.0 million of the Company’s series 5 preferred shares and all 6.0 million of the Company’s series 7 preferred shares, respectively. The preferred shares were redeemed at a price of $25.00 per share, for a total of $350 million. Paid in surplus was reduced by $107 million, representing the excess of the purchase price of the preferred shares over their carrying value.
The Company had the following preferred shares outstanding as at December 31, 2025:
| As at December 31, 2025 | Dividend Reset Date | Dividend Rate (percent) | Number of Preferred Shares (thousands) |
|---|---|---|---|
| Series 1 First Preferred Shares | March 31, 2026 | 2.58 | 10,740 |
| Series 2 First Preferred Shares (1) | Quarterly | 3.95 | 1,260 |
(1) The floating-rate dividend was 5.21 percent from December 31, 2024, to March 30, 2025, 4.57 percent from March 31, 2025, to June 29, 2025, 4.37 percent from June 30, 2025 to September 29, 2025, and 4.39 percent from September 30, 2025, to December 30, 2025.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 26 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
F) Issued and Outstanding – Warrants
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Number of<br><br>Warrants<br><br>(thousands) | Amount | Number of<br><br>Warrants<br><br>(thousands) | Amount | |
| Outstanding, Beginning of Year | 3,643 | 12 | 7,625 | 25 |
| Exercised | (2,471) | (8) | (3,982) | (13) |
| Outstanding, End of Period | 1,172 | 4 | 3,643 | 12 |
The exercise price of the warrants was $6.54 per share. The warrants expired on January 1, 2026.
| 17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | | --- || | Pension and Other Post-Employment Benefits | Private Equity Investments | Foreign Currency Translation Adjustment | Total | | --- | --- | --- | --- | --- | | As at December 31, 2023 | 55 | 85 | 1,068 | 1,208 | | Other Comprehensive Income (Loss), Before Tax | 19 | 81 | 1,020 | 1,120 | | Income Tax (Expense) Recovery | (5) | (10) | — | (15) | | As at December 31, 2024 | 69 | 156 | 2,088 | 2,313 | | Other Comprehensive Income (Loss), Before Tax | 22 | (27) | (643) | (648) | | Reclassification on Divestiture (Note 6) | — | — | (1,261) | (1,261) | | Income Tax (Expense) Recovery | (5) | 2 | — | (3) | | As at December 31, 2025 | 86 | 131 | 184 | 401 | | 18. STOCK-BASED COMPENSATION PLANS | | --- |
Cenovus has a number of stock-based compensation plans that include net settlement rights (“NSRs”), performance share units (“PSUs”), restricted share units (“RSUs”) and deferred share units. As at December 31, 2025, no Cenovus replacement stock options were outstanding.
The following tables summarize information related to the Company’s stock-based compensation plans:
| Units<br><br>Outstanding | Units<br><br>Exercisable | |
|---|---|---|
| As at December 31, 2025 | (thousands) | (thousands) |
| Stock Options With Associated Net Settlement Rights | 10,862 | 4,883 |
| Performance Share Units | 7,529 | — |
| Restricted Share Units | 11,763 | — |
| Deferred Share Units | 1,834 | 1,834 |
The weighted average exercise price of NSRs outstanding as at December 31, 2025, was $19.40.
| Units<br><br>Granted | Units<br><br>Vested and<br><br>Exercised/<br><br>Paid Out | |
|---|---|---|
| For the twelve months ended December 31, 2025 | (thousands) | (thousands) |
| Stock Options With Associated Net Settlement Rights | 4,389 | 1,384 |
| Cenovus Replacement Stock Options | — | 329 |
| Performance Share Units | 3,365 | 2,305 |
| Restricted Share Units (1) | 6,988 | 2,828 |
| Deferred Share Units | 373 | 371 |
(1)Units granted include 2,630 thousand RSUs assumed through the MEG Acquisition (see Note 3).
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 27 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| Weighted Average Exercise Price | Units<br><br>Exercised | |
|---|---|---|
| For the twelve months ended December 31, 2025 | ($/unit) | (thousands) |
| Stock Options With Associated Net Settlement Rights Exercised for Net Cash Payment | 12.38 | 1,056 |
| Stock Options With Associated Net Settlement Rights Exercised and Net Settled for Common Shares (1) | 9.48 | 328 |
| Cenovus Replacement Stock Options Exercised and Net Settled for Cash | 3.54 | 317 |
| Cenovus Replacement Stock Options Exercised and Net Settled for Common Shares (2) | 3.54 | 12 |
(1)NSRs were net settled for 328 thousand common shares.
(2)Cenovus replacement stock options were net settled for 10 thousand common shares.
The following table summarizes the stock-based compensation expense (recovery) recorded for all plans:
| Three Months Ended | Twelve Months Ended | |||
|---|---|---|---|---|
| For the periods ended December 31, | 2025 | 2024 | 2025 | 2024 |
| Stock Options With Associated Net Settlement Rights | 2 | 3 | 10 | 12 |
| Cenovus Replacement Stock Options | — | — | (1) | 1 |
| Performance Share Units | 57 | (9) | 96 | 48 |
| Restricted Share Units | 15 | 10 | 76 | 60 |
| Deferred Share Units | — | (1) | 10 | 5 |
| Stock-Based Compensation Expense (Recovery) | 74 | 3 | 191 | 126 |
PSUs and RSUs granted under the Performance Share Unit Plan and Restricted Share Unit Plan for Local Employees in the Asia Pacific region may only be settled in cash.
| 19. RELATED PARTY TRANSACTIONS |
|---|
Husky Midstream Limited Partnership
The Company jointly owns and is the operator of HMLP and applies the equity method of accounting. The Company charges HMLP for construction and management services, and incurs costs for the use of HMLP’s pipeline systems, as well as transportation and storage services. Access fees and transportation and storage services are based on contractually agreed rates with HMLP.
The following table summarizes revenues and associated expenses related to HMLP:
| Three Months Ended | Twelve Months Ended | |||
|---|---|---|---|---|
| For the periods ended December 31, | 2025 | 2024 | 2025 | 2024 |
| Revenues from Construction and Management Services | 48 | 39 | 164 | 155 |
| Transportation Expenses | 67 | 71 | 258 | 278 |
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 28 | |||
| --- | --- |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| 20. FINANCIAL INSTRUMENTS |
|---|
Cenovus’s financial assets and financial liabilities consist of cash and cash equivalents, accounts receivable and accrued revenues, restricted cash, risk management assets and liabilities, accounts payable and accrued liabilities, short-term borrowings, lease liabilities, long-term debt, certain portions of other assets and certain portions of other liabilities. Risk management assets and liabilities arise from the use of derivative financial instruments.
A) Fair Value of Non-Derivative Financial Instruments
The fair values of cash and cash equivalents, accounts receivable and accrued revenues, accounts payable and accrued liabilities, and short-term borrowings approximate their carrying amount due to the short-term maturity of these instruments.
The fair values of restricted cash, certain portions of other assets and certain portions of other liabilities approximate their carrying amount due to the specific non-tradeable nature of these instruments.
Long-term debt is carried at amortized cost. The estimated fair value of long-term debt was determined based on period-end trading prices of long-term debt on the secondary market (Level 2). As at December 31, 2025, the carrying value of Cenovus’s long-term debt was $11.0 billion and the fair value was $10.6 billion (December 31, 2024, carrying value – $7.5 billion; fair value – $6.9 billion).
The Company classifies certain private equity investments as FVOCI as they are not held for trading and fair value changes are not reflective of the Company’s operations. These assets are carried at fair value in other assets. Fair value is determined based on recent market activity which may include equity transactions of the entity when available (Level 3).
The following table provides a reconciliation of changes in the fair value of private equity investments classified as FVOCI:
| Total | |
|---|---|
| As at December 31, 2024 | 219 |
| Acquisitions | 6 |
| Transfer to Investments in Equity-Accounted Affiliates | (5) |
| Changes in Fair Value | (27) |
| As at December 31, 2025 | 193 |
B) Fair Value of Risk Management Assets and Liabilities
Risk management assets and liabilities are carried at fair value in accounts receivable and accrued revenues, accounts payable and accrued liabilities (for short-term positions), and other assets and other liabilities (for long-term positions). Changes in fair value are recorded in (gain) loss on risk management.
The Company’s risk management assets and liabilities consist of condensate and refined product futures; crude oil and natural gas futures and swaps; and renewable power, power and foreign exchange contracts. The Company may also enter into forwards and options to manage commodity, foreign exchange and interest rate exposures.
Crude oil, natural gas, condensate, refined products and power contracts are recorded at their estimated fair value based on the difference between the contracted price and the period-end forward price for the same commodity, using quoted market prices or the period-end forward price for the same commodity, extrapolated to the end of the term of the contract (Level 2). The fair value of foreign exchange rate contracts is calculated using external valuation models that incorporate observable market data and foreign exchange forward curves (Level 2).
The fair value of renewable power contracts is calculated using internal valuation models that incorporate broker pricing for relevant markets, some observable market prices and extrapolated market prices with inflation assumptions (Level 3). The fair value of renewable power contracts are calculated by Cenovus’s internal valuation team, which consists of individuals who are knowledgeable and have experience in fair value techniques.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 29 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
Summary of Risk Management Positions
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Risk Management | Risk Management | |||||
| As at December 31, | Asset | Liability | Net | Asset | Liability | Net |
| Crude Oil, Condensate, Natural Gas and Refined Products | 27 | 30 | (3) | 9 | 10 | (1) |
| Power Contracts | 2 | — | 2 | 6 | — | 6 |
| Renewable Power Contracts | 17 | 6 | 11 | 5 | — | 5 |
| Foreign Exchange Rate Contracts | — | — | — | — | 3 | (3) |
| 46 | 36 | 10 | 20 | 13 | 7 |
The following table presents the Company’s fair value hierarchy for risk management assets and liabilities carried at fair value:
| As at December 31, | 2025 | 2024 |
|---|---|---|
| Level 2 – Prices Sourced From Observable Data or Market Corroboration | (1) | 2 |
| Level 3 – Prices Sourced From Partially Unobservable Data | 11 | 5 |
| 10 | 7 |
The following table provides a reconciliation of changes in the fair value of Cenovus’s risk management assets and liabilities:
| Total | |
|---|---|
| As at December 31, 2024 | 7 |
| Change in Fair Value of Contracts in Place, Beginning of Year | 2 |
| Change in Fair Value of Contracts Entered Into During the Period | 23 |
| Fair Value of Contracts Realized During the Period | (22) |
| As at December 31, 2025 | 10 |
C) Earnings Impact of (Gains) Losses From Risk Management Positions
| Three Months Ended | Twelve Months Ended | |||
|---|---|---|---|---|
| For the periods ended December 31, | 2025 | 2024 | 2025 | 2024 |
| Realized (Gain) Loss | (8) | 35 | (22) | 46 |
| Unrealized (Gain) Loss | 50 | (19) | (15) | 12 |
| (Gain) Loss on Risk Management | 42 | 16 | (37) | 58 |
Realized and unrealized gains and losses on risk management are recorded in the reportable segment to which the derivative instrument relates.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 30 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| 21. RISK MANAGEMENT |
|---|
Cenovus is exposed to financial risks, including market risk related to commodity prices, foreign exchange rates, interest rates and commodity power prices, as well as credit risk and liquidity risk.
As at December 31, 2025, the fair value of risk management positions was a net asset of $10 million. As at December 31, 2025, there were no foreign exchange contracts or interest rate contracts outstanding. As at December 31, 2024, there were foreign exchange contracts with a notional value of US$250 million and no interest rate contracts outstanding.
Net Fair Value of Risk Management Positions
| As at December 31, 2025 | Notional Volumes (1) (2) | Terms | Weighted<br><br>Average<br><br>Price (2) | Fair Value Asset (Liability) |
|---|---|---|---|---|
| WTI Contracts Related to Blending (3) | ||||
| WTI Fixed – Sell | 9.3 MMbbls | January 2026 - December 2026 | US$59.15/bbl | 25 |
| WTI Fixed – Buy | 0.7 MMbbls | January 2026 - December 2026 | US$60.14/bbl | (3) |
| Power Contracts | 2 | |||
| Renewable Power Contracts | 11 | |||
| Other Financial Positions (4) | (25) | |||
| Total Fair Value | 10 |
(1) Million barrels (“MMbbls”).
(2) Notional volumes and weighted average price are based on multiple contracts of varying amounts and terms over the respective time period; therefore, the notional volumes and weighted average price may fluctuate from month to month.
(3) WTI futures contracts are used to help manage price exposure to condensate used for blending. Includes individual WTI contracts with varying terms, the longest of which is 12 months.
(4) Includes risk management positions related to WCS, heavy oil, light oil and condensate differentials, benchmark delivery location spreads, Belvieu and heating oil fixed price contracts, natural gas basis and fixed price contracts, and reformulated blendstock for oxygenate blending gasoline contracts.
A) Commodity Price and Foreign Exchange Rate Risk
Sensitivities
The following table summarizes the sensitivity of the fair value of Cenovus’s risk management positions to independent fluctuations in commodity prices and foreign exchange rates, with all other variables held constant. Management believes the fluctuations identified in the table below are a reasonable measure of volatility.
The impact of fluctuating commodity prices and foreign exchange rates on the Company’s open risk management positions could have resulted in an unrealized gain (loss) impacting earnings before income tax as follows:
| As at December 31, 2025 | Sensitivity Range | Increase | Decrease |
|---|---|---|---|
| Crude Oil and Condensate Commodity Price | ± US$10.00/bbl Applied to WTI, Condensate and Related Hedges | — | — |
| Crude Oil and Condensate Differential Price (1) | ± US$2.50/bbl Applied to Differential Hedges Tied to Production | 1 | (1) |
| WCS (Hardisty) Differential Price | ± US$2.50/bbl Applied to WCS Differential Hedges Tied to Production | 13 | (13) |
| Refined Products Commodity Price | ± US$10.00/bbl Applied to Heating Oil and Gasoline Hedges | (4) | 4 |
| Natural Gas Commodity Price | ± US$0.50/Mcf Applied to Natural Gas Hedges Tied to Production | — | — |
| Natural Gas Basis Price | ± US$0.50/Mcf Applied to Natural Gas Basis Hedges | — | — |
| Power Commodity Price | ± C$10.00/MWh (2) Applied to Power Hedges | 39 | (39) |
(1)Excluding WCS at Hardisty.
(2)One thousand kilowatts of electricity per hour (“MWh”).
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 31 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
B) Credit Risk
Credit risk arises from the potential that the Company may incur a financial loss if a counterparty to a financial instrument fails to meet its financial or performance obligations in accordance with agreed terms. Cenovus assesses the credit risk of new counterparties and continues risk-based monitoring of all counterparties on an ongoing basis. A substantial portion of Cenovus’s accounts receivable are with customers in the oil and gas industry and are subject to normal industry credit risks.
As at December 31, 2025, approximately 81 percent (December 31, 2024 – 79 percent) of the Company’s accounts receivable and accrued revenues were with investment grade counterparties, and 99 percent of the Company’s accounts receivable were outstanding for less than 60 days. The associated average expected credit loss on these accounts was 0.3 percent as at December 31, 2025 (December 31, 2024 – 0.4 percent).
C) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet all of its financial obligations as they become due. Liquidity risk also includes the risk of not being able to liquidate assets in a timely manner at a reasonable price.
As disclosed in Note 13, over the long term, Cenovus targets a Net Debt to Adjusted EBITDA ratio and a Net Debt to Adjusted Funds Flow ratio of approximately 1.0 times at a WTI price of US$45.00 per barrel to manage the Company’s overall debt position.
Undiscounted cash outflows relating to financial liabilities are:
| As at December 31, 2025 | Less than 1 Year | Years 2 and 3 | Years 4 and 5 | Thereafter | Total |
|---|---|---|---|---|---|
| Accounts Payable and Accrued Liabilities | 5,847 | — | — | — | 5,847 |
| Long-Term Debt (1) | 473 | 2,206 | 3,633 | 9,718 | 16,030 |
| Lease Liabilities (1) | 519 | 922 | 688 | 2,719 | 4,848 |
(1)Principal and interest, including current portion, if applicable.
| 22. SUPPLEMENTARY CASH FLOW INFORMATION |
|---|
A) Working Capital
| As at December 31, | 2025 | 2024 |
|---|---|---|
| Total Current Assets | 9,890 | 10,434 |
| Total Current Liabilities | 6,314 | 7,362 |
| Working Capital | 3,576 | 3,072 |
B) Changes in Non-Cash Working Capital
| Three Months Ended | Twelve Months Ended | |||
|---|---|---|---|---|
| For the periods ended December 31, | 2025 (1) | 2024 | 2025 (1) (2) | 2024 |
| Accounts Receivable and Accrued Revenues | (33) | 221 | (575) | 547 |
| Income Tax Receivable | (296) | 8 | (124) | 199 |
| Inventories | 295 | (216) | 716 | (117) |
| Accounts Payable and Accrued Liabilities | (132) | 239 | (318) | 299 |
| Income Tax Payable | 6 | 226 | (298) | 322 |
| Total Change in Non-Cash Working Capital | (160) | 478 | (599) | 1,250 |
| Net Change in Non-Cash Working Capital – Operating Activities | (184) | 492 | (363) | 1,305 |
| Net Change in Non-Cash Working Capital – Investing Activities | 24 | (14) | (236) | (55) |
| Total Change in Non-Cash Working Capital | (160) | 478 | (599) | 1,250 |
(1)Excludes the impact of acquisitions (see Note 3).
(2)Excludes the impact of the divestiture of WRB (see Note 6).
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 32 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
C) Reconciliation of Liabilities
The following table provides a reconciliation of liabilities to cash flows arising from financing activities:
| Dividends Payable | Repurchase Agreements Payable (1) | Short-Term Borrowings | Long-Term Debt | Lease Liabilities | |
|---|---|---|---|---|---|
| As at December 31, 2023 | 9 | — | 179 | 7,108 | 2,658 |
| Changes From Financing Cash Flows: | |||||
| Net Issuance (Repayment) of Short-Term Borrowings | — | — | 5 | — | — |
| Principal Repayment of Leases | — | — | — | — | (299) |
| Dividends Paid | (1,551) | — | — | — | — |
| Non-Cash Changes: | |||||
| Finance and Transaction Costs | — | — | — | (16) | — |
| Lease Additions | — | — | — | — | 363 |
| Base Dividends Declared on Common Shares | 1,255 | — | — | — | — |
| Variable Dividends Declared on Common Shares | 251 | — | — | — | — |
| Dividends Declared on Preferred Shares | 36 | — | — | — | — |
| Exchange Rate Movements and Other | — | — | (11) | 442 | 205 |
| As at December 31, 2024 | — | — | 173 | 7,534 | 2,927 |
| Acquisition | — | — | — | 855 | — |
| Changes From Financing Cash Flows: | |||||
| Net Issuance (Repayment) of Short-Term Borrowings | — | — | 152 | — | — |
| Issuance of Long-Term Debt | — | — | — | 5,265 | — |
| Repayment of Long-Term Debt | — | — | — | (2,324) | — |
| Principal Repayment of Leases | — | — | — | — | (350) |
| Proceeds on Repurchase Agreements | — | 840 | — | — | — |
| Repayment of Repurchase Agreements | — | (427) | — | — | — |
| Dividends Paid | (1,437) | — | — | — | — |
| Non-Cash Changes: | |||||
| Divestiture of Short-Term Borrowings | — | — | (313) | — | — |
| Finance and Transaction Costs | — | — | — | (7) | — |
| Lease Acquisitions | — | — | — | — | 366 |
| Lease Additions | — | — | — | — | 174 |
| Lease Divestitures | — | — | — | — | (39) |
| Lease Modifications | — | — | — | — | 150 |
| Base Dividends Declared on Common Shares | 1,423 | — | — | — | — |
| Dividends Declared on Preferred Shares | 14 | — | — | — | — |
| Exchange Rate Movements and Other | — | (12) | (12) | (291) | (53) |
| As at December 31, 2025 | — | 401 | — | 11,032 | 3,175 |
(1)Repurchase Agreements primarily relate to RINs.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 33 |
|---|
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
All amounts in $ millions, unless otherwise indicated
For the periods ended December 31, 2025
| 23. COMMITMENTS AND CONTINGENCIES |
|---|
A) Commitments
Cenovus has entered into various commitments in the normal course of operations. Commitments that have original maturities less than one year are excluded from the table below. Future payments for the Company’s commitments are below:
| As at December 31, 2025 | 1 Year | 2 Years | 3 Years | 4 Years | 5 Years | Thereafter | Total |
|---|---|---|---|---|---|---|---|
| Transportation and Storage (1) (2) | 2,603 | 2,623 | 2,775 | 2,802 | 2,531 | 23,591 | 36,925 |
| Real Estate | 64 | 65 | 65 | 69 | 70 | 474 | 807 |
| Obligation to Fund HCML | 99 | 94 | 54 | 42 | 41 | 59 | 389 |
| Other Long-Term Commitments | 547 | 184 | 151 | 117 | 111 | 484 | 1,594 |
| Total Commitments | 3,313 | 2,966 | 3,045 | 3,030 | 2,753 | 24,608 | 39,715 |
(1)Includes transportation commitments that are subject to regulatory approval or were approved but are not yet in service of $7.7 billion, of which $1.6 billion were assumed from the MEG Acquisition. Terms are up to 15 years on commencement.
(2)As at December 31, 2025, includes $1.7 billion related to transportation and storage commitments with HMLP.
Through the MEG Acquisition, the Company assumed $8.3 billion of various transportation and storage commitments.
There were outstanding letters of credit aggregating to $341 million (December 31, 2024 – $355 million) issued as security for financial and performance conditions under certain contracts.
B) Contingencies
Legal Proceedings
Cenovus is involved in a limited number of legal claims associated with the normal course of operations. Cenovus believes that any liabilities that might arise from such matters, to the extent not provided for, are not likely to have a material effect on its interim Consolidated Financial Statements.
Income Tax Matters
The tax regulations and legislation and interpretations thereof in the various jurisdictions in which Cenovus operates are continually changing. As a result, there are usually a number of tax matters under review. Management believes that the provision for taxes is adequate.
| Cenovus Energy Inc. – Q4 2025 Interim Consolidated Financial Statements | 34 |
|---|