8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 03, 2026

Ovintiv Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39191	84-4427672
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
Suite 1700, 370 17th Street
Denver, Colorado		80202
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: 303 623-2300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	OVV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on November 4, 2025, Ovintiv Inc. (“Ovintiv”), Ovintiv Canada ULC, a wholly-owned subsidiary of Ovintiv (“Ovintiv Canada” and, together with Ovintiv, the “OVV Parties”), and NuVista Energy Ltd., a corporation organized and existing under the laws of the Province of Alberta, Canada (“NuVista”), entered into an Arrangement Agreement, dated as of November 4, 2025 (the “Arrangement Agreement”), pursuant to which, on the terms and subject to the conditions of the Arrangement Agreement, Ovintiv agreed to acquire NuVista in a stock-and-cash transaction, subject to satisfaction of certain closing conditions.

On February 3, 2026, Ovintiv Canada acquired all the issued and outstanding common shares of NuVista (the “NuVista Common Shares”) pursuant to the Arrangement Agreement and effected by way of an arrangement (the “Arrangement”) under the Business Corporations Act (Alberta) in accordance with the plan of arrangement attached to the Arrangement Agreement (the “Plan of Arrangement”). Pursuant to the Arrangement, at the effective time of the Arrangement, each NuVista shareholder (other than the OVV Parties and NuVista shareholders who validly exercised dissent rights in connection with the Arrangement) became entitled to receive for their NuVista Common Shares either: (i) C$18.00 in cash per NuVista Common Share; (ii) 0.344 of a share of common stock, par value $0.01 per share, of Ovintiv (the “Ovintiv Common Stock”) per NuVista Common Share; or (iii) a combination of cash and Ovintiv Common Stock, subject to pro-ration based on the maximum cash and share amounts set forth in the Arrangement Agreement. After giving effect to the elections made by NuVista shareholders and closing adjustments, Ovintiv paid aggregate consideration of C$1.57 billion in cash and 30,076,903 shares of Ovintiv Common Stock. The cash consideration was funded by borrowings under Ovintiv Canada’s previously announced Two-Year Term Credit Agreement, dated as of November 25, 2025, by and among Ovintiv Canada, as Borrower, Ovintiv, as Parent, JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent, and the lenders party thereto.

Pursuant to the Arrangement, Ovintiv Canada repaid all outstanding obligations under NuVista’s credit agreement (the “NuVista Credit Agreement”) in the amount of C$219 million, funded with a combination of cash on hand and borrowings under Ovintiv Canada’s revolving credit facility. In addition, Ovintiv Canada funded the full redemption of NuVista’s 7.875% senior unsecured notes due 2026 (the “NuVista Notes”) in the amount of C$166 million, funded with a combination of cash on hand and borrowings under Ovintiv Canada’s revolving credit facility.

In addition, holders of NuVista equity incentive awards, other than those who exchanged their incentive awards for NuVista Common Shares and participated in the Arrangement, received a total of C$72 million in cash pursuant to the terms of the Arrangement Agreement. The cash settlement of the NuVista equity incentive awards were funded by NuVista under the NuVista Credit Agreement, which is accounted for in the repayment of the NuVista Credit Agreement referenced above.

The foregoing description of the Arrangement Agreement and the Arrangement does not purport to be complete and is subject to and qualified in its entirety by reference to the copy of the Arrangement Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.

ITEM 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The Ovintiv Common Stock issued pursuant to the Arrangement Agreement was issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(10), which exempts from the registration requirements under the Securities Act any securities that are issued in exchange for one or more bona fide outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and condition at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court expressly authorized by law to grant such approval.

ITEM 7.01 Regulation FD Disclosure.

On February 3, 2026, Ovintiv issued a news release announcing the closing of the Arrangement. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits.

(a) Financial statements of business to be acquired.

To the extent required by this item, the financial information will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.

(b) Pro forma financial information.

To the extent required by this item, pro forma financial information will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.

(d) Exhibits.

Exhibit No.	Exhibit Description
Exhibit 2.1*	Arrangement Agreement, dated as of November 4, 2025, by and among Ovintiv Inc., Ovintiv Canada ULC and NuVista Energy Ltd. (incorporated by reference to Exhibit 2.1 to Ovintiv’s Current Report on Form 8-K filed on November 7, 2025, SEC File No. 001-39191).
Exhibit 99.1	News Release of Ovintiv, dated February 3, 2026.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Ovintiv Inc. hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC
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SIGNATURE

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 hereunto duly authorized.

Ovintiv Inc.<br><br>(Registrant)
Date:	February 3, 2026	By:	/s/ Corey D. Code
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			Name: Corey D. Code<br>Title: Executive Vice-President & Chief Financial Officer

EX-99.1

Exhibit 99.1<br><br>news release

Ovintiv Announces Closing of NuVista Energy Acquisition

DENVER, February 3, 2026 – Ovintiv Inc. (NYSE, TSX: OVV) (“Ovintiv” or the “Company”) announced today that it has completed its acquisition of all of the common shares ("NuVista Shares") of NuVista Energy Ltd. (TSX: NVA) (“NuVista”) in a cash and stock transaction valued at $2.7 billion.

The acquisition is expected to add approximately 930 net 10,000-foot equivalent well locations, and approximately 140,000 net acres (approximately 70% undeveloped) in the core of the oil-rich Alberta Montney. Full year 2026 production from the acquired assets is expected to average approximately 100 MBOE/d (approximately 25 thousand barrels per day ("Mbbls/d") of oil and condensate). The assets are directly adjacent to Ovintiv's current operations and include access to processing and downstream infrastructure with significant available capacity.

“These top decile rate of return assets in the heart of the Montney oil window are an exceptional fit with our existing acreage and infrastructure,” said Ovintiv President and CEO, Brendan McCracken. “The team at NuVista did a great job building these assets and we are excited to apply our industry-leading expertise to the combined position. We expect to generate cost synergies of approximately $100 million annually, including per well cost savings of approximately $1 million, consistent with our current Montney well costs.” McCracken continued, “The combination of this transaction with the planned divestiture of our Anadarko assets, will streamline and high-grade our portfolio, help us to meet or exceed our debt target, and uniquely position us with significant inventory duration in the two most valuable oil plays in North America, the Permian and the Montney.”

Ovintiv plans to issue its full year and first quarter 2026 guidance with the release of its fourth quarter and full year 2025 results on February 23, 2026.

The transaction was supported by over 99% of the votes cast, with approximately 64% of NuVista shareholders ("NuVista Shareholders") participating in the vote.

Pursuant to the transaction, NuVista Shareholders were entitled to elect to receive: (i) $18.00 (CAD) in cash per NuVista Share (the "Cash Consideration"); (ii) 0.344 of a share in the common stock of Ovintiv per NuVista Share (the "Share Consideration"); or (iii) a combination of Cash Consideration and Share Consideration for their NuVista Shares, subject to rounding and proration based on a maximum aggregate Cash Consideration of approximately $1.57 billion (CAD) and a maximum aggregate Share Consideration of approximately 30.1 million Ovintiv Shares. NuVista Shareholders who did not make a valid election prior to the election deadline, were deemed to have elected to receive Cash Consideration with respect to 50% of their NuVista Shares and Share Consideration with respect to 50% of their NuVista Shares.

In confirmation of the preliminary results announced on January 23, 2026, the final results of the consideration elections are as follows:

i.	NuVista Shareholders who elected to receive Cash Consideration in respect of all of their NuVista Shares, will receive 100% of their total consideration as Cash Consideration;
ii.	NuVista Shareholders who elected to receive Share Consideration in respect of all of their NuVista Shares, will receive approximately 58% of their total consideration as Share Consideration and approximately 42% as Cash Consideration; and
iii.	NuVista Shareholders who did not make a valid election prior to the Election Deadline or who elected to receive 50% Cash Consideration and 50% Share Consideration in respect of their NuVista Shares, will receive approximately 71% of their total consideration as Cash Consideration and approximately 29% as Share Consideration.

The NuVista Shares are expected to be delisted by the Toronto Stock Exchange (“TSX”) within a few trading days following closing.

Ovintiv Inc.	1

Important information

Ovintiv reports in U.S. dollars unless otherwise noted. Production, estimates are reported on an after-royalties basis, unless otherwise noted. Unless otherwise specified or the context otherwise requires, references to “Ovintiv,” “our” or to “the Company” includes reference to subsidiaries of and partnership interests held by Ovintiv Inc. and its subsidiaries.

Please visit Ovintiv’s website and the Investor Relations page at www.ovintiv.com and investor.ovintiv.com, where Ovintiv often discloses important information about the Company, its business, and its results of operations.

The Ovintiv shares issued by the Company in the acquisition of NuVista are listed on the New York Stock Exchange and have been conditionally approved for listing on the TSX. In obtaining TSX listing approval, the Company has relied on the “Eligible Interlisted Issuer” exemption from TSX rules under section 602.1 of the TSX Company Manual.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This news release contains forward-looking statements or information (collectively, "forward-looking statements") within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, except for statements of historical fact, that relate to the anticipated future activities, plans, strategies, objectives or expectations of the Company are forward-looking statements. When used in this news release, the use of words and phrases such as "anticipates," "believes," "continue," "could," "estimates," "expects," "focused on," "forecast," "guidance," "intends," "maintain," "may," "opportunities," "outlook," "plans," "potential," "strategy," "targets," "will," "would" and other similar terminology are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words or phrases. Without limiting the generality of the foregoing, forward-looking statements contained in this news release include: the anticipated synergies and benefits of the NuVista acquisition to Ovintiv and its shareholders, including expectations that the acquisition will add approximately 930 net 10,000‑foot equivalent well locations and roughly 140,000 net acres to Ovintiv’s Montney operations and that production from the acquired assets will average approximately 100 MBOE/d in 2026; expectations that the acquisition will generate cost synergies and support achievement of Ovintiv’s debt target; the planned divestiture of the Anadarko assets; the expected delisting of the common shares of NuVista; and the timing for Ovintiv’s full year and first quarter 2026 guidance.

The forward-looking statements provided in this news release are based upon a number of material factors and assumptions that Ovintiv has made in respect thereof as of the date of this news release, including, without limitation: future commodity prices and basis differentials; the Company's ability to successfully integrate completed acquisitions (including the Montney transaction described herein); the ability of the Company to access credit facilities and capital markets; the availability of attractive commodity or financial hedges and the enforceability of risk management programs; the Company's ability to capture and maintain gains in productivity and efficiency; the ability for the Company to generate cash returns and execute on its share buyback plan; expectations of plans, strategies and objectives of the Company, including anticipated production volumes and capital investment; the Company's ability to manage cost inflation and expected cost structures, including expected operating, transportation, processing and labor expenses; the outlook of the oil and natural gas industry generally, including impacts from changes to the geopolitical environment; and projections made in light of, and generally consistent with, the Company's historical experience and its perception of historical industry trends; and the other assumptions contained herein. Although the Company believes the expectations represented by its forward-looking statements are reasonable based on the information available to it as of the date such statements are made, forward-looking statements are only predictions and statements of our current beliefs and there can be no assurance that such expectations will prove to be correct.

All forward-looking statements contained in this news release are made as of the date of this news release and, except as required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statements. The forward-looking statements contained or incorporated by reference in this news release, and all subsequent forward-looking statements attributable to the Company, whether written or oral, are expressly qualified by these cautionary statements.

The reader should carefully read the risk factors described in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and in other filings with the SEC or Canadian securities regulators, for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. Other unpredictable or unknown factors not discussed in this new release could also have material adverse effects on forward-looking statements.

Ovintiv Inc.	2

Further information on Ovintiv Inc. is available on the Company’s website, www.ovintiv.com, or by contacting:

Investor contact:<br><br>(888) 525-0304	Media contact:<br><br>(403) 645-2252
Ovintiv Inc.	3
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