OVV 8-K
Ovintiv Inc. (OVV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on November 25, 2025, Ovintiv Canada ULC (“Ovintiv Canada”) entered into a Two-Year Term Credit Agreement by and among Ovintiv Canada, as borrower, Ovintiv Inc. (“Ovintiv”), as parent, JPMorgan Chase Bank, N.A., Toronto Branch, as administrative agent, and the lenders party thereto (the “Credit Agreement”), to finance the cash consideration for the acquisition of all the outstanding common shares of NuVista Energy Ltd. (“NuVista”), which closed on February 3, 2026.
Following the closing of the Anadarko Sale (defined below), Ovintiv intends to repay C$1.57 billion under the Credit Agreement plus applicable interest on April 10, 2026, representing all outstanding obligations thereunder, and will terminate the Credit Agreement.
| ITEM 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on February 17, 2026, Ovintiv USA Inc. and Ovintiv Royalty Holdings LLC (together, the “Seller”), each a wholly-owned subsidiary of Ovintiv entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with MidCon II BuyerCo, LLC (the “Buyer”), pursuant to which Seller agreed to sell approximately 360,000 net acres located in west-central Oklahoma (the “Anadarko Sale”).
On April 9, 2026, Ovintiv completed the Anadarko Sale. The Buyer paid aggregate consideration of $2.9 billion in cash after preliminary closing adjustments. The Anadarko Sale has an effective date of January 1, 2026.
| ITEM 7.01 | Regulation FD Disclosure. |
On April 9, 2026, Ovintiv issued a press release announcing the closing of the Anadarko Sale and the Redemption (defined below). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K 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 8.01 | Other Events. |
On April 9, 2026, Ovintiv provided notice of its election to redeem all of its outstanding 5.650% Notes due 2028 (the “Notes”) in accordance with the terms of the Notes and the Indenture dated as of May 31, 2023, by and between Ovintiv and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of May 31, 2023, by and among Ovintiv, Ovintiv Canada and the Trustee (the “Redemption”). The Notes will be redeemed on April 20, 2026. As of April 9, 2026, the aggregate outstanding principal amount of the Notes was $700 million. This Current Report on Form 8-K does not constitute a notice of redemption of the Notes.
| ITEM 9.01 | Financial Statements and Exhibits. |
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of Ovintiv, which comprise the unaudited pro forma condensed combined balance sheet as of December 31, 2025, the related unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, and the related notes to the pro forma condensed combined financial information, is filed as Exhibit 99.2 hereto and incorporated by reference herein.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | News Release of Ovintiv, dated April 9, 2026 | |
| 99.2 | Unaudited pro forma condensed combined balance sheet of Ovintiv and subsidiaries as of December 31, 2025 and unaudited pro forma condensed combined statement of earnings of Ovintiv and subsidiaries for the year ended December 31, 2025, and the notes related thereto including the unaudited Supplemental Pro Forma Oil, Natural Gas Liquids and Natural Gas Reserves Information as of December 31, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 hereunto duly authorized.
| Dated: April 9, 2026 | OVINTIV INC. | |||||
| (Registrant) | ||||||
| /s/ Corey D. Code | ||||||
| Name: Corey D. Code | ||||||
| Title: Executive Vice-President & Chief Financial Officer | ||||||
Exhibit 99.1
|
news release |
Ovintiv Announces Closing of Anadarko Asset Sale
DENVER, April 9, 2026 – Ovintiv Inc. (NYSE, TSX: OVV) (“Ovintiv” or the “Company”) today closed the previously announced all cash sale of its Anadarko assets, located in Oklahoma, for $3.0 billion. After customary closing adjustments, proceeds from the sale are expected to total approximately $2.85 billion.
“The Anadarko sale completes the transformation of our portfolio and our balance sheet,” said Ovintiv President and CEO, Brendan McCracken. “Proceeds from the sale will go to debt reduction, marking the achievement of our debt target and unlocking returns for our shareholders.”
In addition, the Company today announced that it has issued a notice to the trustee of its 5.650% notes due 2028 to redeem the entire $700 million aggregate principal amount. The outstanding 2028 notes will be redeemed, pursuant to their terms and conditions, on April 20, 2026.
Important information
Ovintiv reports in U.S. dollars 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.
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 the word “expected” and “will” is intended to identify a forward-looking statement.
Although the Company believes the expectations represented by its forward-looking statement is reasonable based on the information available to it as of the date such statement is 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. Any forward-looking statement contained in this news release is 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 statement. Any forward-looking statement contained or incorporated by reference in this news release, and any 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.
Further information on Ovintiv Inc. is available on the Company’s website, www.ovintiv.com, or by contacting:
| Investor contact: (888) 525-0304 |
Media contact: (403) 645-2252 |
| Ovintiv Inc. | 1 |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF OVINTIV INC.
On February 3, 2026, Ovintiv Inc. (“Ovintiv”) completed a business combination with NuVista Energy Ltd. (“NuVista”), a corporation organized under the laws of the Province of Alberta, Canada, pursuant to an Arrangement Agreement (the “Arrangement Agreement”), dated November 4, 2025, whereby Ovintiv acquired all of the outstanding common shares of NuVista in a cash and share transaction valued at approximately $2.8 billion (C$3.8 billion) (the “NuVista Acquisition”). The acquisition added approximately 930 net drilling 10,000-foot equivalent well locations and approximately 140,000 net acres in the core of the condensate-rich Montney play which is located near Grande Prairie in Alberta, and in close proximity to Ovintiv’s current Montney operations. The NuVista Acquisition was effected pursuant to, among other provisions, Section 193 of the Business Corporations Act (Alberta) and the Arrangement Agreement.
On April 9, 2026, Ovintiv closed its previously announced sale of its Anadarko assets, comprising approximately 360,000 net acres located in west-central Oklahoma for approximately $2.9 billion, after preliminary closing adjustments (the “Anadarko Divestiture”). The transaction has an effective date of January 1, 2026.
Ovintiv and NuVista prepare their respective financial statements in accordance with U.S. GAAP and International Financial Reporting Standards (“IFRS”) Accounting Standards as issued by the International Accounting Standards Board, respectively. In accordance with Financial Accounting Standards Board’s (“FASB”), ASC 805: Business Combinations, the NuVista Acquisition will be accounted for using the acquisition method of accounting with Ovintiv identified as the acquirer. Under the acquisition method of accounting, Ovintiv will record all assets acquired and liabilities assumed at their respective acquisition date fair values at the effective time of the acquisition.
The acquisition method of accounting is dependent upon certain valuations and other studies that are underway but have yet to progress to a stage where there is sufficient information for a definitive measure. The sources and amounts of transaction expenses may also differ from that assumed in the following pro forma adjustments. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma condensed combined financial information, and are subject to revision based on a final determination of fair values as of the date of acquisition. Differences between these preliminary estimates and the final acquisition accounting may have a material impact on the accompanying pro forma condensed combined financial information and the combined company’s future results of operations and financial position.
The unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of Ovintiv and NuVista, adjusted to reflect the combination of Ovintiv and NuVista. Certain of NuVista’s historical amounts have been reclassified to conform to Ovintiv’s financial statement presentation. NuVista’s historical amounts have been derived from their audited consolidated financial statements. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the NuVista Acquisition as if the acquisition had been completed on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, gives effect to the NuVista Acquisition as if the acquisition had been completed on January 1, 2025.
The unaudited pro forma condensed combined financial information also includes the divestiture of Anadarko assets and operations which are derived from the historical consolidated financial statements of Ovintiv. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Anadarko Divestiture as if the divestiture had been completed on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, gives effect to the Anadarko Divestiture as if the divestiture had been completed on January 1, 2025.
The unaudited pro forma condensed combined financial information reflects the following pro forma adjustments, based on available information and certain assumptions that Ovintiv believes are reasonable:
| • | the issuance of approximately 30.1 million shares of Ovintiv common stock and approximately $1.2 billion in cash; |
| • | the acquisition of NuVista’s assets consisting primarily of oil and gas properties and assumption of liabilities; |
| • | the harmonization of NuVista’s accounting policies to Ovintiv’s accounting policies and GAAP differences; |
| • | disposition proceeds from the Anadarko assets of approximately $2.9 billion after preliminary closing adjustments, which were used to fund the cash portion of the NuVista Acquisition; |
| • | exclusion of revenues and direct operating expenses related to Ovintiv’s Anadarko operations and inclusion of the disposition impacts; and |
| • | the recognition of transaction-related costs and estimated tax impacts of the pro forma adjustments. |
The unaudited pro forma condensed combined financial information has been prepared in accordance with Regulation S-X Article 11 promulgated by the SEC using the assumptions set forth in the notes herein (“Article 11”). Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information. In Ovintiv’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The unaudited pro forma condensed combined financial information should be read in conjunction with the audited consolidated financial statements and accompanying notes contained in Ovintiv’s Annual Report and on Form 10-K for the year ended December 31, 2025, and NuVista’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, which were included in Ovintiv’s Current Report on Form 8-K/A filed on April 9, 2026.
The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and is not intended to represent what Ovintiv’s financial position or results of operations would have been had the NuVista Acquisition actually been consummated on the assumed dates, nor is it indicative of Ovintiv’s future financial position or results of operations. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the acquisition, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, cost savings or economies of scale that the combined company may achieve with respect to the combined operations. As a result, future results may vary significantly from the pro forma results reflected herein.
| Unaudited Pro Forma Condensed Combined Balance Sheet As of December 31, 2025 |
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| Historical | Pro Forma Adjustments | |||||||||||||||||||||||||||||||
| ($ millions) |
Ovintiv |
NuVista (Note 2) |
Anadarko Divestiture (Note 3) |
Acquisition |
Transaction |
Pro Forma |
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| Assets |
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| Current Assets |
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| Cash and cash equivalents |
35 | 1 | 2,856 | — | (1,204 | ) | a | ) | 1,688 | |||||||||||||||||||||||
| Accounts receivable and accrued revenues |
1,128 | 152 | — | (7 | ) | c.iv | ) | — | 1,273 | |||||||||||||||||||||||
| Investment in marketable securities |
245 | — | — | — | (245 | ) | b | ), c.i) | — | |||||||||||||||||||||||
| Risk management |
86 | 90 | — | — | — | 176 | ||||||||||||||||||||||||||
| Income tax receivable |
29 | — | — | — | — | 29 | ||||||||||||||||||||||||||
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| 1,523 | 243 | 2,856 | (7 | ) | (1,449 | ) | 3,166 | |||||||||||||||||||||||||
| Property, Plant and Equipment, at cost: |
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| Oil and natural gas properties, based on full cost accounting |
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| Proved properties |
70,133 | 2,277 | (13,564 | ) | (70 | ) | c.i | ) | 270 | b | ), c.i) | 59,046 | ||||||||||||||||||||
| Unproved properties |
434 | 26 | — | 575 | c.ii | ) | — | 1,035 | ||||||||||||||||||||||||
| Other |
864 | — | — | 19 | c.iii | ) | — | 883 | ||||||||||||||||||||||||
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| Property, plant and equipment |
71,431 | 2,303 | (13,564 | ) | 524 | 270 | 60,964 | |||||||||||||||||||||||||
| Less: Accumulated depreciation, depletion and amortization |
(57,187 | ) | — | 10,544 | — | — | (46,643 | ) | ||||||||||||||||||||||||
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| Property, plant and equipment, net |
14,244 | 2,303 | (3,020 | ) | 524 | 270 | 14,321 | |||||||||||||||||||||||||
| Other Assets |
1,299 | 119 | — | (7 | ) | c.iv | ) | — | 1,411 | |||||||||||||||||||||||
| Risk Management |
4 | 69 | — | — | — | 73 | ||||||||||||||||||||||||||
| Deferred Income Taxes |
744 | — | — | — | — | 744 | ||||||||||||||||||||||||||
| Goodwill |
2,576 | — | (520 | ) | 312 | c.v | ) | — | 2,368 | |||||||||||||||||||||||
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| 20,390 | 2,734 | (684 | ) | 822 | (1,179 | ) | 22,083 | |||||||||||||||||||||||||
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| Liabilities and Shareholders’ Equity |
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| Current Liabilities |
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| Accounts payable and accrued liabilities |
1,861 | 153 | — | — | 26 | d | ) | 2,040 | ||||||||||||||||||||||||
| Current portion of operating lease liabilities |
117 | 6 | — | — | — | 123 | ||||||||||||||||||||||||||
| Incomes taxes payable |
5 | — | — | — | — | 5 | ||||||||||||||||||||||||||
| Risk management |
2 | — | — | — | — | 2 | ||||||||||||||||||||||||||
| Current portion of long-term debt |
810 | 120 | — | 1 | c.vi | ) | — | 931 | ||||||||||||||||||||||||
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| 2,795 | 279 | — | 1 | 26 | 3,101 | |||||||||||||||||||||||||||
| Long-Term Debt |
4,392 | 47 | — | — | — | 4,439 | ||||||||||||||||||||||||||
| Operating Lease Liabilities |
1,105 | 106 | — | — | — | 1,211 | ||||||||||||||||||||||||||
| Other Liabilities and Provisions |
100 | 11 | — | — | — | 111 | ||||||||||||||||||||||||||
| Risk Management |
13 | 14 | — | — | — | 27 | ||||||||||||||||||||||||||
| Asset Retirement Obligation |
388 | 85 | (32 | ) | (41 | ) | c.vii | ) | — | 400 | ||||||||||||||||||||||
| Deferred Income Taxes |
402 | 350 | — | 223 | c.viii | ) | — | 975 | ||||||||||||||||||||||||
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| 9,195 | 892 | (32 | ) | 183 | 26 | 10,264 | ||||||||||||||||||||||||||
| Shareholders’ Equity |
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| Share capital |
3 | 762 | — | (762 | ) | — | e) | 3 | ||||||||||||||||||||||||
| Paid in surplus |
7,779 | 31 | — | (31 | ) | 1,277 | e) | 9,056 | ||||||||||||||||||||||||
| Retained earnings (Accumulated deficit) |
2,440 | 1,049 | (652 | ) | (1,049 | ) | (1 | ) | b), d) | 1,787 | ||||||||||||||||||||||
| Accumulated other comprehensive income |
973 | — | — | — | — | 973 | ||||||||||||||||||||||||||
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| Total Shareholders’ Equity |
11,195 | 1,842 | (652 | ) | (1,842 | ) | 1,276 | 11,819 | ||||||||||||||||||||||||
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| 20,390 | 2,734 | (684 | ) | (1,659 | ) | 1,302 | 22,083 | |||||||||||||||||||||||||
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| Unaudited Pro Forma Condensed Combined Statement of Earnings | ||||||||||||||||||||||||||||||||
| For the Year Ended December 31, 2025 | ||||||||||||||||||||||||||||||||
| Historical | Pro Forma Adjustments | |||||||||||||||||||||||||||||||
| ($ millions, except per share amounts) |
Ovintiv |
NuVista |
Anadarko (Note 3) |
Pro
Forma |
Transaction |
Pro Forma |
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| Revenues |
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| Product and service revenues |
7,176 | 842 | (1,098 | ) | — | — | 6,920 | |||||||||||||||||||||||||
| Sales of purchased product |
1,487 | — | — | — | — | 1,487 | ||||||||||||||||||||||||||
| Gains (losses) on risk management, net |
172 | 74 | — | — | — | 246 | ||||||||||||||||||||||||||
| Sublease revenues |
73 | — | — | — | — | 73 | ||||||||||||||||||||||||||
| Construction income |
— | 42 | — | — | — | 42 | ||||||||||||||||||||||||||
| Other income |
— | 6 | — | — | — | 6 | ||||||||||||||||||||||||||
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| Total Revenues |
8,908 | 964 | (1,098 | ) | — | — | 8,774 | |||||||||||||||||||||||||
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| Operating Expenses |
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| Production, mineral and other taxes |
286 | 9 | (62 | ) | — | — | 233 | |||||||||||||||||||||||||
| Transportation and processing |
1,724 | 110 | (171 | ) | — | — | 1,663 | |||||||||||||||||||||||||
| Operating |
862 | 279 | (149 | ) | — | — | 992 | |||||||||||||||||||||||||
| Purchased product |
1,447 | — | — | — | — | 1,447 | ||||||||||||||||||||||||||
| Depreciation, depletion and amortization |
2,179 | 190 | — | (186 | ) | a | ) | — | 2,183 | |||||||||||||||||||||||
| Impairments |
920 | — | — | 367 | b | ) | — | 1,287 | ||||||||||||||||||||||||
| Accretion of asset retirement obligation |
28 | 3 | — | — | — | 31 | ||||||||||||||||||||||||||
| Construction costs |
— | 42 | — | — | — | 42 | ||||||||||||||||||||||||||
| Administrative |
331 | 35 | — | — | 26 | d | ) | 392 | ||||||||||||||||||||||||
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| Total Operating Expenses |
7,777 | 668 | (382 | ) | 181 | 26 | 8,270 | |||||||||||||||||||||||||
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| Operating Income |
1,131 | 296 | (716 | ) | (181 | ) | (26 | ) | 504 | |||||||||||||||||||||||
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| Other (Income) Expenses |
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| Interest |
376 | 16 | — | — | — | 392 | ||||||||||||||||||||||||||
| Foreign exchange (gain) loss, net |
31 | — | — | — | — | 31 | ||||||||||||||||||||||||||
| Other (gains) losses, net |
(46 | ) | — | — | 652 | c | ) | — | 606 | |||||||||||||||||||||||
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| Total Other (Income) Expenses |
361 | 16 | — | 652 | — | 1,029 | ||||||||||||||||||||||||||
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| Net Earnings Before Income Tax |
770 | 280 | (716 | ) | (833 | ) | (26 | ) | (525 | ) | ||||||||||||||||||||||
| Income tax expense (recovery) |
(472 | ) | 66 | (41 | ) | (163 | ) | e | ) | (6 | ) | e | ) | (616 | ) | |||||||||||||||||
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| Net Earnings |
1,242 | 214 | (675 | ) | (670 | ) | (20 | ) | 91 | |||||||||||||||||||||||
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| Net Earnings Per Share of Common Stock |
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| Basic |
4.83 | 0.32 | ||||||||||||||||||||||||||||||
| Diluted |
4.78 | 0.31 | ||||||||||||||||||||||||||||||
| Weighted Average Per Share of Common Stock Outstanding (millions) |
||||||||||||||||||||||||||||||||
| Basic |
257.2 | 30.1 | f | ) | 287.3 | |||||||||||||||||||||||||||
| Diluted |
259.7 | 30.1 | f | ) | 289.8 | |||||||||||||||||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 — Basis of Presentation
The unaudited pro forma condensed combined financial information has been derived from the historical consolidated financial statements of Ovintiv and the historical financial statements of NuVista in accordance with Article 11 of the Securities and Exchange Commission’s (“SEC”) Regulation S-X.
On February 3, 2026, Ovintiv completed the business combination with NuVista, a corporation organized under the laws of the Province of Alberta, Canada, pursuant to the Arrangement Agreement. The NuVista Acquisition will be accounted for using the acquisition method of accounting using the accounting guidance in FASB ASC 805, Business Combinations, with Ovintiv treated as the accounting acquirer. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing pro forma financial information and are subject to revision based on a final determination of fair value as of the date of the acquisition. Differences between preliminary estimates and the final allocation of the consideration to be paid may have a material impact on the accompanying unaudited pro forma condensed combined financial information.
On April 9, 2026, Ovintiv closed its previously announced sale of its Anadarko assets, comprising approximately 360,000 net acres located in west-central Oklahoma for approximately $2.9 billion, after preliminary closing adjustments. The transaction has an effective date of January 1, 2026.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the NuVista Acquisition and the Anadarko Divestiture as if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025, gives effect to the NuVista Acquisition, the Anadarko Divestiture and the related financing transactions as if they had occurred on January 1, 2025.
The unaudited pro forma condensed combined financial information reflects pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions that Ovintiv believes are reasonable. However, actual results may differ from those reflected in these statements. In Ovintiv’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The following unaudited pro forma condensed combined information does not purport to represent what the financial position or results of operations would have been if the NuVista Acquisition had actually occurred on the dates indicated above, nor are they indicative of Ovintiv’s future financial position or results of operations. No adjustments have been made to the pro forma financial information to reflect costs savings or synergies that may be obtained as a result of the NuVista Acquisition described herein.
Note 2 — NuVista’s Historical Financial Statements
NuVista’s historical balances were derived from NuVista’s historical consolidated financial statements as described above and are presented in accordance with IFRS and are denominated in Canadian dollars (CAD). The historical balances have been adjusted to reflect certain reclassifications within NuVista’s consolidated statement of net earnings and consolidated balance sheet categories to conform to Ovintiv’s presentation in its consolidated statement of earnings and consolidated balance sheet. Additionally, these historical consolidated financial statements were adjusted from Canadian dollars to U.S. dollars and from IFRS to U.S. GAAP where applicable. Refer to Note 2b) for additional consideration of the IFRS to U.S. GAAP adjustments.
Further review may identify additional reclassifications or adjustments that could have a material impact on the unaudited pro forma financial information of the combined company. The reclassifications and adjustments identified and presented in the unaudited pro forma financial information are based on discussions with NuVista’s management, due diligence and information presented in NuVista’s historical consolidated financial statements. Ovintiv is not aware of any additional reclassifications or adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected in the pro forma condensed combined financial information.
| NuVista Condensed Balance Sheet December 31, 2025 |
||||||||||||||||||||||||||||
| ($ thousands) |
NuVista Historical (CAD) (Audited) |
Reclassification (Note 2a) (CAD) (Unaudited) |
IFRS to U.S. (Note 2b) (CAD) (Unaudited) |
Currency (Note 2c) (Unaudited) |
NuVista Adjusted (USD) (Unaudited) |
|||||||||||||||||||||||
| Assets |
||||||||||||||||||||||||||||
| Current assets |
||||||||||||||||||||||||||||
| Cash and cash equivalents |
— | 708 | i | ) | — | (191 | ) | 517 | ||||||||||||||||||||
| Accounts receivables and other |
144,144 | 64,137 | ii | ) | — | (56,319 | ) | 151,962 | ||||||||||||||||||||
| Prepaid expenses |
49,072 | (49,072 | ) | ii | ) | — | — | — | ||||||||||||||||||||
| Financial derivative assets |
123,594 | — | — | (33,420 | ) | 90,174 | ||||||||||||||||||||||
| Other receivables |
15,065 | (15,065 | ) | ii | ) | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| 331,875 | 708 | — | (89,930 | ) | 242,653 | |||||||||||||||||||||||
| Financial derivative assets |
94,173 | — | — | (25,464 | ) | 68,709 | ||||||||||||||||||||||
| Other assets |
13,811 | (4,311 | ) | iii) | 153,085 | ii | ) | (43,963 | ) | 118,622 | ||||||||||||||||||
| Exploration and evaluation assets |
35,935 | (35,935 | ) | iv) | — | i | ) | — | — | |||||||||||||||||||
| Property, plant and equipment |
3,117,374 | (3,117,374 | ) | v) | — | i | ) | — | — | |||||||||||||||||||
| Proved properties |
— | 3,121,685 | v), iii) | — | i | ) | (844,104 | ) | 2,277,581 | |||||||||||||||||||
| Unproved properties |
— | 35,935 | iv) | — | i | ) | (9,717 | ) | 26,218 | |||||||||||||||||||
| Right-of-use assets |
84,248 | — | (84,248 | ) | ii | ) | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total assets |
3,677,416 | 708 | 68,837 | (1,013,178 | ) | 2,733,783 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Liabilities |
||||||||||||||||||||||||||||
| Current liabilities |
||||||||||||||||||||||||||||
| Accounts payable and accrued liabilities |
180,160 | 29,826 | vi | ) | — | (56,780 | ) | 153,206 | ||||||||||||||||||||
| Senior unsecured notes |
164,119 | — | — | (44,378 | ) | 119,741 | ||||||||||||||||||||||
| Current portion of other liabilities |
19,826 | (19,826 | ) | vi | ) | — | — | — | ||||||||||||||||||||
| Current portion of lease liabilities |
8,335 | — | — | (2,254 | ) | 6,081 | ||||||||||||||||||||||
| Current portion of asset retirement obligation |
10,000 | (10,000 | ) | vi | ) | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| 382,440 | — | — | (103,412 | ) | 279,028 | |||||||||||||||||||||||
| Long-term debt |
64,012 | 708 | i | ) | — | (17,500 | ) | 47,220 | ||||||||||||||||||||
| Other liabilities |
15,346 | — | — | (4,150 | ) | 11,196 | ||||||||||||||||||||||
| Lease liabilities |
103,686 | — | 41,064 | ii | ) | (39,140 | ) | 105,610 | ||||||||||||||||||||
| Asset retirement obligation |
116,735 | — | — | iii | ) | (31,565 | ) | 85,170 | ||||||||||||||||||||
| Financial derivative liabilities |
19,640 | — | — | (5,311 | ) | 14,329 | ||||||||||||||||||||||
| Deferred tax liability |
479,878 | — | — | (129,759 | ) | 350,119 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total liabilities |
1,181,737 | 708 | 41,064 | (330,837 | ) | 892,672 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Shareholders’ equity |
||||||||||||||||||||||||||||
| Share capital |
1,044,358 | — | — | (282,394 | ) | 761,964 | ||||||||||||||||||||||
| Contributed surplus |
41,759 | (41,759 | ) | vii | ) | — | — | — | ||||||||||||||||||||
| Paid in surplus |
— | 41,759 | vii | ) | — | (11,292 | ) | 30,467 | ||||||||||||||||||||
| Retained earnings |
1,409,562 | — | 27,773 | ii | ) | (388,655 | ) | 1,048,680 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total shareholders’ equity |
2,495,679 | — | 27,773 | (682,341 | ) | 1,841,111 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total liabilities and shareholders’ equity |
3,677,416 | 708 | 68,837 | (1,013,178 | ) | 2,733,783 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| NuVista Condensed Statement of Earnings December 31, 2025 |
||||||||||||||||||||||||||||
| ($ thousands) |
NuVista Historical (CAD) (Audited) |
Reclassification (Note 2a) (CAD) (Unaudited) |
IFRS to U.S. (Note 2b) (CAD) (Unaudited) |
Currency (Note 2c) (Unaudited) |
NuVista Adjusted (USD) (Unaudited) |
|||||||||||||||||||||||
| Revenues |
||||||||||||||||||||||||||||
| Petroleum and natural gas sales |
1,260,673 | (83,684 | ) | i | ) | — | (334,618 | ) | 842,371 | |||||||||||||||||||
| Royalties |
(83,684 | ) | 83,684 | i | ) | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net revenue from petroleum and natural gas sales |
1,176,989 | — | — | (334,618 | ) | 842,371 | ||||||||||||||||||||||
| Gains (losses) on risk management, net |
— | 103,532 | ii), iii) | — | (29,434 | ) | 74,098 | |||||||||||||||||||||
| Realized gain on financial derivatives |
109,509 | (109,509 | ) | ii) | — | — | — | |||||||||||||||||||||
| Unrealized gain (loss) on financial derivatives |
(5,977 | ) | 5,977 | iii) | — | — | — | |||||||||||||||||||||
| Construction income |
59,137 | — | — | (16,813 | ) | 42,324 | ||||||||||||||||||||||
| Other income |
7,773 | — | — | (2,210 | ) | 5,563 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total revenue, other income and gain (loss) on financial derivatives |
1,347,431 | — | — | (383,075 | ) | 964,356 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Expenses |
||||||||||||||||||||||||||||
| Production, mineral and other taxes |
— | 12,138 | iv | ) | — | (3,451 | ) | 8,687 | ||||||||||||||||||||
| Operating |
378,257 | (12,138 | ) | iv | ) | 23,402 | ii | ) | (110,741 | ) | 278,780 | |||||||||||||||||
| Transportation |
153,674 | — | — | (43,690 | ) | 109,984 | ||||||||||||||||||||||
| General and administrative |
25,492 | 23,644 | v | ) | — | (13,969 | ) | 35,167 | ||||||||||||||||||||
| Share-based compensation |
21,227 | (21,227 | ) | v | ) | — | — | — | ||||||||||||||||||||
| Financing costs |
41,204 | (41,204 | ) | vi | ) | — | — | — | ||||||||||||||||||||
| Transaction costs |
2,417 | (2,417 | ) | v | ) | — | — | — | ||||||||||||||||||||
| Construction costs |
59,137 | — | — | (16,813 | ) | 42,324 | ||||||||||||||||||||||
| Depreciation, depletion and amortization |
275,203 | — | (10,038 | ) | ii | ) | (75,386 | ) | 189,779 | |||||||||||||||||||
| Accretion of asset retirement obligation |
— | 4,833 | vi | ) | — | (1,374 | ) | 3,459 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| 956,611 | (36,371 | ) | 13,364 | (265,424 | ) | 668,180 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Other (income) expenses |
||||||||||||||||||||||||||||
| Interest |
— | 36,371 | vi | ) | (13,364 | ) | ii | ) | (6,541 | ) | 16,466 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net earnings before income tax |
390,820 | — | — | (111,110 | ) | 279,710 | ||||||||||||||||||||||
| Income tax expense (recovery) |
— | 91,865 | vii | ) | — | (26,117 | ) | 65,748 | ||||||||||||||||||||
| Current income tax expense |
59,246 | (59,246 | ) | vii | ) | — | — | — | ||||||||||||||||||||
| Deferred income tax expense |
32,619 | (32,619 | ) | vii | ) | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net earnings |
298,955 | — | — | (84,993 | ) | 213,962 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Note 2.a) Reclassification Adjustments
The historical balances have been adjusted to reflect certain reclassifications within NuVista’s consolidated statement of net earnings and consolidated balance sheet categories to conform to Ovintiv’s presentation in its consolidated balance sheet and consolidated statement of earnings.
Balance Sheet Reclassifications:
Reflects reclassification of NuVista’s balance sheet amounts presented to conform to Ovintiv’s presentation:
| i) | Cash from Long-term debt; |
| ii) | Prepaid expenses and Other current assets to Accounts receivable and accrued revenues; |
| iii) | Inventory from Other assets to Proved properties; |
| iv) | Exploration and Evaluation Assets to Unproved properties; |
| v) | Property, Plant and Equipment to Proved properties; |
| vi) | Current portion of other liabilities and Current portion of asset retirement obligation to Accounts payable and accrued liabilities; and |
| vii) | Contributed surplus to Paid in surplus. |
Statement of Net Earnings Reclassifications:
Reflects reclassification of NuVista’s earnings amounts presented to conform to Ovintiv’s presentation:
| i) | Royalties to Petroleum and natural gas sales; |
| ii) | Realized gain on financial derivatives to Gains (losses) on risk management, net; |
| iii) | Unrealized gain (loss) on financial derivatives to Gains (losses) on risk management, net; |
| iv) | Production, mineral and other taxes from Operating; |
| v) | Share-based compensation and Transaction costs to General and administrative; |
| vi) | Financing costs to Interest and Accretion of asset retirement obligation; and |
| vii) | Current income tax expense and Deferred income tax expense to Income tax expense (recovery). |
Note 2. b) IFRS to U.S. GAAP Adjustments
| i) | Oil and gas properties |
The unaudited pro forma condensed combined financial information includes adjustments to conform NuVista’s accounting policies to Ovintiv’s accounting policies, including adjusting NuVista’s oil and gas properties to the full cost method. NuVista follows IFRS which is similar to the U.S. GAAP successful efforts method of accounting for oil and gas properties. Ovintiv follows the full cost method of accounting for oil and gas properties under U.S. GAAP. Certain costs such as unsuccessful exploration drilling costs are expensed under IFRS that are capitalized under the full cost method. NuVista did not have any costs related to exploration and evaluation expense reflected in the statement of net earnings for the year ended December 31, 2025.
Other differences between Ovintiv’s full cost method of accounting and NuVista’s accounting for oil and gas properties under IFRS are as follows:
| • | Under the full cost method of accounting, capitalized costs are amortized on a units-of-production basis at a country level cost center, which includes estimated future development costs, over total proved reserves. Ovintiv’s oil and natural gas reserves are determined in accordance with U.S. GAAP using a simple average of beginning-of-month commodity prices over the past 12 months (“SEC trailing prices”). Additionally, such reserves are limited to only total proved reserves, with further limitations to the quantities associated with proved undeveloped (“PUD”) reserves to a five-year development horizon. Under IFRS, capitalized costs are amortized on a units-of-production basis over forecast case reserves which may include total proved as well as probable reserves. The forecast case reserves estimates utilized under IFRS are based on several significant assumptions, which includes forecasted oil and natural gas prices, operating costs, royalties, production volumes and future development costs. In addition, oil and natural gas reserves determined in accordance with IFRS do not limit PUDs to a five-year development horizon, and allow for the inclusion of probable reserves. NuVista’s depletion would have been higher under the U.S. GAAP full cost method of accounting because of differences in how oil and natural gas reserve quantities are determined between the two accounting frameworks. |
| • | Under the full cost method of accounting, the carrying amount of Ovintiv’s oil and natural gas properties within each country cost center is subject to a ceiling test, which is recognized in net earnings when the carrying amount of the country cost center exceeds the country cost center ceiling. The cost center ceiling is the sum of the estimated after-tax future net cash flows from proved reserves, using the 12-month average trailing prices and unescalated future development and production costs, discounted at 10 percent. The 12-month average trailing price is calculated as the average of the price on the first day of each month within the trailing 12-month period. Any excess of the carrying amount over the calculated ceiling amount is recognized as an impairment in net earnings. Under IFRS, when an impairment indicator is determined to exist, an impairment test is performed to determine if the cash generating unit carrying amount is greater than its fair value less costs of disposal and its value in use. An impairment expense previously recorded is reversible in subsequent periods under certain conditions. NuVista’s carrying amount of oil and gas properties would have been lower under the U.S. GAAP full cost method of accounting because of differences in the commodity prices utilized in calculating impairment tests as determined between the two accounting frameworks. |
| • | Under the full cost method of accounting, proceeds from the divestiture of properties are normally deducted from the full cost pool without recognition of a gain or loss unless the deduction significantly alters the relationship between capitalized costs and proved reserves in the cost center, in which case a gain or loss is recognized in earnings. Under IFRS, gains or losses are recognized on divestitures of properties. NuVista’s carrying amount of oil and gas properties would have been lower under the U.S. GAAP full cost method of accounting because of how proceeds on divestitures are recognized between the two accounting frameworks. |
While the accounting policy differences related to depletion and impairments are significant, Ovintiv does not possess the information to recompute the cumulative impact of these differences since the inception and throughout the life of NuVista. Accordingly, the unaudited pro forma condensed combined balance sheet does not reflect any adjustment for such differences.
However, on closing of the NuVista Acquisition, the oil and natural gas properties of NuVista were recorded by Ovintiv at their respective fair values. Accordingly, the historical cost basis of the oil and natural gas properties of NuVista has been eliminated and replaced with the estimated fair value of the properties as indicated in the preliminary purchase accounting reflected in Note 4.
In the unaudited pro forma condensed combined statement of earnings, depletion expense and impairments were estimated using the full cost method of oil and natural gas accounting based on the estimated fair value of the oil and gas properties for the year ended December 31, 2025. Refer to Note 5 for additional information.
| ii) | Leases |
Under IFRS, all leases are recorded on the balance sheet as a lease liability with a corresponding right-of-use asset. Each lease payment is allocated between the lease liability and lease interest expense and the right of use asset is depreciated on a straight-line basis over the lease term. Under U.S. GAAP, while all leases are recorded on the balance sheet, the lease is classified as either a finance lease or an operating lease. Unlike IFRS, operating lease expenses are recognized in net earnings on a straight-line basis over the lease term under U.S. GAAP.
As a result, to harmonize NuVista’s IFRS accounting policies to Ovintiv’s accounting policies under U.S. GAAP, the building office leases, vehicles, gathering and processing leases have been classified as operating leases in NuVista’s adjusted balance sheet and the associated impacts of interest and depreciation expense have been eliminated and replaced with straight-line lease payment amounts in operating expense in net earnings. The difference in the amounts between the IFRS and U.S. GAAP expenses recognized was not material.
On closing of the NuVista Acquisition, the leases were classified as operating leases and measured at the present value of future minimum lease payments. Accordingly, the historical lease right of use assets and lease liabilities of NuVista have been eliminated and replaced with amounts measured at the present value of future minimum lease payments over the lease term, as indicated in the preliminary purchase accounting reflected in Note 4.
| iii) | Asset Retirement Obligations |
Under U.S. GAAP, the initial recognition of the asset retirement obligation is measured at its fair value, utilizing expected future cash flows required to satisfy the obligation and discounted at a credit-adjusted risk-free interest rate. Subsequent revisions to either the timing or amount of the original estimate of undiscounted cash flows are treated as separate layers of the obligation. Under IFRS, asset retirement obligations are generally measured as the best estimate of the expenditure to settle the obligation and discounted at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Subsequent revisions for changes in the estimate of expected undiscounted cash flows or discount rate are remeasured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.
Ovintiv does not possess the information to recompute the cumulative impact of these differences since the inception of NuVista, and such differences would be further impacted by the timing of additions and divestitures throughout the life of NuVista.
However, the differences between the two accounting frameworks with respect to asset retirement obligations are not material to the unaudited pro forma condensed combined financial information as the differences between discount rates used would not materially impact either recorded balance sheet accounts or periodic accretion expense. This is in part due to the long lives associated with the assets and the minor differences between historical rates. Accordingly, the unaudited pro forma condensed combined balance sheet does not reflect any adjustment for such differences.
On closing of the NuVista Acquisition, asset retirement obligation was recorded at estimated fair value. Accordingly, the asset retirement obligation of NuVista has been eliminated and replaced with the estimated fair value as indicated in the preliminary purchase accounting reflected in Note 4.
| iv) | Other Adjustments |
No other significant differences between IFRS, as applied by NuVista, and U.S. GAAP, as applied by Ovintiv, were identified based on the information available from discussions with NuVista’s management and review of publicly available information. Further review may identify additional adjustments that could have a material impact on the unaudited pro forma condensed combined financial information.
Note 2.c) Currency Translation Adjustments
Currency translation adjustments to convert NuVista’s balance sheet and statement of earnings were calculated according to the following table:
| Foreign Currency Translation Rates: |
USD/CAD | |||
| Balance Sheet as at December 31, 2025 (ending period exchange rate) |
0.7296 | |||
| Statement of Earnings for the year ended December 31, 2025 (average period exchange rate) |
0.7157 | |||
Note 3. Anadarko Divestiture
On April 9, 2026, Ovintiv closed its previously announced sale of its Anadarko assets, comprising approximately 360,000 net acres located in west-central Oklahoma for approximately $2.9 billion after preliminary closing adjustments. The transaction has an effective date of January 1, 2026.
Under the full cost method of accounting, proceeds from the divestiture of properties are normally deducted from the full cost pool without recognition of a gain or loss unless the deduction significantly alters the relationship between capitalized costs and proved reserves in the cost center, in which case a gain or loss is recognized in earnings. In general, a significant alteration would occur when proved reserve quantities of a given country cost center are reduced by 25 percent or more. As a result, Ovintiv recognized a loss of approximately $652 million on the sale of the Anadarko assets and liabilities in the U.S. cost center and allocated goodwill of $520 million.
Note 4. Unaudited Pro Forma Condensed Combined Balance Sheet
The NuVista Acquisition will be accounted for using the acquisition method of accounting for business combinations. The allocation of the preliminary estimated purchase price is based upon Ovintiv’s estimates of, and assumptions related to, the fair value of assets to be acquired and liabilities to be assumed, using currently available information. Because the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts.
The preliminary purchase price allocation is subject to change as a result of several factors, including but not limited to, changes between the estimated and final fair value of NuVista’s assets acquired and liabilities assumed, and the tax basis NuVista’s assets and liabilities as of the effective time of the closing date of the NuVista Acquisition.
The preliminary consideration transferred, fair value of assets acquired and liabilities assumed were calculated as follows:
| ($ millions) |
||||
| Consideration |
||||
| Fair value of Ovintiv shares of common stock issued (1) |
1,277 | |||
| Consideration paid in cash (2) |
1,204 | |||
|
|
|
|||
| Total Consideration |
2,481 | |||
| Fair value of 18.5 million NuVista common shares held by Ovintiv (3) |
270 | |||
|
|
|
|||
| Total Consideration and Fair Value of NuVista Shares held by Ovintiv |
2,751 | |||
| Fair Value of Liabilities Assumed |
||||
| Accounts payable and accrued liabilities |
146 | |||
| Debt |
168 | |||
| Lease liabilities |
112 | |||
| Asset retirement obligation |
51 | |||
| Other non-current liabilities |
11 | |||
| Deferred income tax |
573 | |||
| Fair Value of Assets Acquired |
||||
| Cash and cash equivalents |
1 | |||
| Accounts receivable and accrued revenues |
145 | |||
| Derivative assets, net |
145 | |||
| Proved properties |
2,477 | |||
| Unproved properties |
601 | |||
| Other property, plant and equipment |
19 | |||
| Right-of-use lease assets |
112 | |||
| Goodwill |
312 | |||
|
|
|
|||
| Net Assets Acquired and Liabilities Assumed |
2,751 | |||
| (1) | Based on approximately 30.1 million Ovintiv shares of common stock at $42.47 per share (C$58.08 per share using the closing price on February 2, 2026, on the TSX). |
| (2) | Includes cash consideration which was paid to shareholders of NuVista common shares as well as to NuVista employees in respect of liability awards held. |
| (3) | On October 1, 2025, Ovintiv purchased 18.5 million NuVista common shares for $212 million (C$296 million). On February 2, 2026, the NuVista shares were remeasured at fair value using Ovintiv shares of common stock at $42.47 per share (C$58.08 per share using the closing price on February 2, 2026, on the TSX). |
On closing of the NuVista Acquisition, NuVista shareholders received C$18.00 per NuVista common share, which was paid as 50 percent in cash and 50 percent in Ovintiv common stock. Based on the closing price of Ovintiv’s shares of common stock of $42.47 per share (C$58.08 per share on February 2, 2026, on the TSX), the transaction has a value of approximately $2.8 billion (C$3.8 billion), including the fair value of 18.5 million of NuVista’s common shares that were purchased on October 1, 2025, and held by Ovintiv.
Goodwill recognized is primarily attributable to the excess of the consideration transferred over the acquisition-date identifiable assets acquired net of liabilities assumed, measured in accordance with U.S. GAAP. NuVista’s tax basis in the assets and liabilities will carry over to Ovintiv.
The following adjustments have been made to the accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025:
| (a) | Reflects cash consideration totaling $1.2 billion which was paid to shareholders of NuVista common shares as well as to NuVista employees in respect of liability awards held. |
| (b) | Reflects the remeasurement of the 18.5 million NuVista common shares that were purchased on October 1, 2025, and held by Ovintiv. The fair value of the shares held of $270 million was reclassified to proved properties in conjunction with the purchase price adjustments as described in note c.i) below. |
| (c) | The estimated fair value of the assets acquired and liabilities assumed resulted in the following preliminary purchase price allocation adjustments: |
| i) | $70 million decrease in NuVista’s net book basis of oil and gas proved properties, which excludes the $270 million remeasurement of the 18.5 million of NuVista common shares described in note b) above. The total adjustment results in a net increase of $200 million to proved properties to reflect fair value; |
| ii) | $575 million increase in NuVista’s net book basis of oil and gas unproved properties to reflect fair value; |
| iii) | $19 million increase in Other in Property, plant and equipment related to a cogeneration electricity generation facility; |
| iv) | $14 million decrease in Accounts receivable and accrued revenues and Other Assets from the fair valuation adjustment of contract rights; |
| v) | $312 million increase in Goodwill associated with the difference between the fair value of the assets acquired and liabilities assumed and NuVista’s tax basis in the assets and liabilities that will carry over to Ovintiv; |
| vi) | $1 million increase in Current portion of long-term debt related to the elimination of NuVista’s debt issuance costs; |
| vii) | $41 million decrease in Asset retirement obligation to reflect fair value; and |
| viii) | $223 million increase in net Deferred tax liability associated with the preliminary purchase price allocation. |
| (d) | Reflects the impact of severance costs and transaction costs of $26 million incurred by Ovintiv in connection with the acquisition. The severance costs are a result of dual triggers in the event of a change in control event and termination and are therefore not part of the business combination. The transaction costs include estimated financial advisor, legal and accounting fees that are not capitalizable as part of the transaction. These costs are not reflected in the historical December 31, 2025, balance sheet of Ovintiv but are reflected in the unaudited pro forma condensed combined balance sheet as an increase to liabilities and a reduction of equity as they will be expensed by Ovintiv as incurred. |
| (e) | Reflects the increase in Ovintiv’s common stock, resulting from the issuance of Ovintiv shares of common stock to NuVista shareholders to effect the transaction as follows (in millions, except per share amounts): |
| Ovintiv shares of common stock issued |
30.1 | |||
| Closing price per share of Ovintiv common stock on February 2, 2026 (C$58.08 per share from the TSX) |
$ | 42.47 | ||
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| Fair value of Ovintiv shares of common stock issued |
$ | 1,277 |
Note 5. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Earnings
The following adjustments have been made to the accompanying unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025:
| (a) | Reflects the harmonization of accounting policies of NuVista, whereby depreciation, depletion and amortization expense is calculated using Ovintiv’s depletion rate calculated under the full cost method of accounting for oil and gas properties based on the preliminary purchase price allocation. The pro forma depletion adjustment also includes the impact of the divestiture of the Anadarko assets. |
| (b) | Reflects the requirement under the full cost method of accounting whereby Ovintiv’s oil and gas properties within the cost center are subject to a ceiling test which is recognized in net earnings when the carrying amount of the country cost center exceeds the country cost center ceiling. The additional ceiling test impairment is related to the divestiture of the Anadarko assets in the U.S. cost center. |
| (c) | Reflects the loss on divestiture of the Anadarko assets, see Note 3. |
| (d) | Reflects the impact of severance costs related to NuVista’s employees as well as transaction costs of $26 million incurred by Ovintiv in connection with the NuVista Acquisition. The severance costs are a result of dual triggers in the event of a change in control event and termination and are therefore not part of the business combination. The transaction costs include estimated financial advisor, legal and accounting fees that are not capitalizable as part of the transaction. These costs are reflected in the unaudited pro forma condensed combined earnings for the year ended December 31, 2025. Actual costs paid by Ovintiv will be recognized as incurred in net earnings as a post-business combination expense. |
| (e) | Reflects the approximate income tax effects of the pro forma adjustments presented. The tax rate applied to the pro forma adjustments was the statutory federal and apportioned statutory provincial tax rate, net of the federal benefit of provincial taxes, applied to pre-tax net earnings. |
| (f) | Reflects Ovintiv’s shares of common stock issued to NuVista shareholders. |
SUPPLEMENTAL PRO FORMA OIL, NATURAL GAS LIQUIDS AND NATURAL GAS RESERVES INFORMATION AS OF DECEMBER 31, 2025
The following tables present the estimated pro forma combined net proved developed and undeveloped, oil, natural gas liquids and natural gas reserves as of December 31, 2024, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2025. The pro forma reserve information set forth below gives effect to the NuVista Acquisition and Anadarko Divestiture as if the transactions had occurred on January 1, 2025.
The following estimates of the net proved oil and natural gas reserves of Ovintiv’s oil and gas properties as of December 31, 2025, are based on evaluations prepared by Ovintiv’s internal qualified reserves evaluators. In 2025, Netherland, Sewell & Associates, Inc. audited 26 percent of Ovintiv’s estimated U.S. proved reserve volumes and McDaniel & Associates Consultants Ltd. audited 47 percent of Ovintiv’s estimated Canadian proved reserve volumes. The estimates of the net proved oil and natural gas reserves of the NuVista properties are as of December 31, 2025, and were prepared by GLJ Ltd. All reserves information presented herein was prepared in accordance with applicable SEC regulations.
There are numerous uncertainties inherent in estimating quantities and values of proved reserves and in projecting future rates of production and the amount and timing of development expenditures, including many factors beyond the property owner’s control. The following reserve data represents estimates only and should not be construed as being precise. The assumptions used in preparing these estimates may not be realized, causing the quantities of oil and gas that are ultimately recovered, the timing of the recovery of oil and gas reserves, the production and operating costs incurred and the amount and timing of future development expenditures to vary from the estimates presented herein. Actual production, revenues and expenditures with respect to reserves will vary from estimates and the variances may be material.
These estimates were calculated using the 12-month average of the first day of the month reference prices as adjusted for location and quality differentials. Any significant price changes will have a material effect on the quantity and present value of the reserves. These estimates depend on a number of variable factors and assumptions, including historical production from the area compared with production from other comparable producing areas, the assumed effects of regulations by governmental agencies, assumptions concerning future oil and gas prices, and assumptions concerning future operating costs, transportation costs, severance and excise taxes, development costs and workover and remedial costs.
The following estimated pro forma combined net proved developed and undeveloped oil, natural gas liquids and natural gas reserves is not necessarily indicative of the results that might have occurred had the acquisition been completed on January 1, 2025, and is not intended to be a projection of future results. As a result, future results may vary significantly from the pro forma results reflected herein.
| Oil (MMbbls) (1) | ||||||||||||||||||||||||||||
|
Historical |
Anadarko Divestiture |
Pro Forma U.S. |
Historical |
NuVista |
Pro Forma Canada |
Pro Forma Total |
||||||||||||||||||||||
| Balance—December 31, 2024 |
579.8 | (86.0 | ) | 493.8 | 0.2 | — | 0.2 | 494.0 | ||||||||||||||||||||
| Revisions and improved recovery |
(29.9 | ) | (1.7 | ) | (31.6 | ) | 0.1 | — | 0.1 | (31.5 | ) | |||||||||||||||||
| Extensions and discoveries |
19.6 | (0.9 | ) | 18.7 | — | — | — | 18.7 | ||||||||||||||||||||
| Purchases of reserves in place |
33.3 | (1.8 | ) | 31.5 | — | — | — | 31.5 | ||||||||||||||||||||
| Sale of reserves in place |
(108.2 | ) | 0.9 | (107.3 | ) | — | — | — | (107.3 | ) | ||||||||||||||||||
| Production |
(52.0 | ) | 8.1 | (43.9 | ) | (0.2 | ) | — | (0.2 | ) | (44.1 | ) | ||||||||||||||||
| Balance—December 31, 2025 |
442.5 | (81.3 | ) | 361.2 | 0.2 | — | 0.2 | 361.4 | ||||||||||||||||||||
| Proved developed reserves as of |
||||||||||||||||||||||||||||
| December 31, 2024 |
273.7 | (52.8 | ) | 220.9 | 0.2 | — | 0.2 | 221.1 | ||||||||||||||||||||
| December 31, 2025 |
240.6 | (53.8 | ) | 186.8 | 0.2 | — | 0.2 | 187.0 | ||||||||||||||||||||
| Proved undeveloped reserves as of |
||||||||||||||||||||||||||||
| December 31, 2024 |
306.0 | (33.2 | ) | 272.8 | — | — | — | 272.8 | ||||||||||||||||||||
| December 31, 2025 |
201.9 | (27.5 | ) | 174.4 | — | — | — | 174.4 | ||||||||||||||||||||
| Natural Gas Liquids (MMbbls) (1) | ||||||||||||||||||||||||||||
|
Historical |
Anadarko Divestiture |
Pro Forma U.S. |
Historical |
NuVista |
Pro Forma Canada |
Pro Forma Total |
||||||||||||||||||||||
| Balance—December 31, 2024 |
534.5 | (176.9 | ) | 357.6 | 99.7 | 130.9 | 230.6 | 588.2 | ||||||||||||||||||||
| Revisions and improved recovery |
10.1 | (19.3 | ) | (9.2 | ) | 10.8 | 6.3 | 17.1 | 7.9 | |||||||||||||||||||
| Extensions and discoveries |
13.6 | (1.3 | ) | 12.3 | 6.1 | 3.0 | 9.1 | 21.4 | ||||||||||||||||||||
| Purchases of reserves in place |
24.3 | (1.8 | ) | 22.5 | 101.5 | — | 101.5 | 124.0 | ||||||||||||||||||||
| Sale of reserves in place |
(14.9 | ) | 1.1 | (13.8 | ) | — | — | — | (13.8 | ) | ||||||||||||||||||
| Production |
(31.9 | ) | 12.7 | (19.2 | ) | (27.1 | ) | (10.4 | ) | (37.5 | ) | (56.7 | ) | |||||||||||||||
| Balance—December 31, 2025 |
535.8 | (185.4 | ) | 350.4 | 191.1 | 129.8 | 320.9 | 671.3 | ||||||||||||||||||||
| Proved developed reserves as of |
||||||||||||||||||||||||||||
| December 31, 2024 |
336.2 | (138.5 | ) | 197.7 | 59.9 | 57.9 | 117.8 | 315.5 | ||||||||||||||||||||
| December 31, 2025 |
364.9 | (151.7 | ) | 213.2 | 105.6 | 64.3 | 169.9 | 383.1 | ||||||||||||||||||||
| Proved undeveloped reserves as of |
||||||||||||||||||||||||||||
| December 31, 2024 |
198.4 | (38.4 | ) | 160.0 | 39.8 | 73.0 | 112.8 | 272.8 | ||||||||||||||||||||
| December 31, 2025 |
170.9 | (33.8 | ) | 137.1 | 85.5 | 65.5 | 151.0 | 288.1 | ||||||||||||||||||||
| Natural Gas (Bcf) (1) | ||||||||||||||||||||||||||||
|
Historical |
Anadarko Divestiture |
Pro Forma U.S. |
Historical |
NuVista |
Pro Forma Canada |
Pro Forma Total |
||||||||||||||||||||||
| Balance—December 31, 2024 |
3,052 | (1,200 | ) | 1,852 | 2,005 | 1,578 | 3,583 | 5,435 | ||||||||||||||||||||
| Revisions and improved recovery |
190 | (178 | ) | 12 | 1,053 | 37 | 1,090 | 1,102 | ||||||||||||||||||||
| Extensions and discoveries |
69 | (8 | ) | 61 | 529 | 30 | 559 | 620 | ||||||||||||||||||||
| Purchases of reserves in place |
119 | (12 | ) | 107 | 797 | — | 797 | 904 | ||||||||||||||||||||
| Sale of reserves in place |
(201 | ) | 6 | (195 | ) | — | — | — | (195 | ) | ||||||||||||||||||
| Production |
(188 | ) | 90 | (98 | ) | (492 | ) | (102 | ) | (594 | ) | (692 | ) | |||||||||||||||
| Balance—December 31, 2025 |
3,041 | (1,302 | ) | 1,739 | 3,892 | 1,543 | 5,435 | 7,174 | ||||||||||||||||||||
| Proved developed reserves as of |
||||||||||||||||||||||||||||
| December 31, 2024 |
1,953 | (955 | ) | 998 | 1,269 | 699 | 1,968 | 2,966 | ||||||||||||||||||||
| December 31, 2025 |
2,123 | (1,063 | ) | 1,060 | 2,572 | 771 | 3,343 | 4,403 | ||||||||||||||||||||
| Proved undeveloped reserves as of |
||||||||||||||||||||||||||||
| December 31, 2024 |
1,099 | (246 | ) | 853 | 736 | 879 | 1,615 | 2,468 | ||||||||||||||||||||
| December 31, 2025 |
919 | (239 | ) | 680 | 1,319 | 772 | 2,091 | 2,771 | ||||||||||||||||||||
| (1) | Numbers may not add due to rounding. |
The pro forma standardized measure of discounted future net cash flows relating to proved oil, natural gas liquids and natural gas reserves as of December 31, 2025, is as follows:
| ($ millions) | Historical Ovintiv U.S. |
Anadarko Divestiture |
Pro Forma U.S. |
Historical Ovintiv Canada |
NuVista Acquisition |
Pro Forma Canada |
Pro Forma Total |
|||||||||||||||||||||
| Future cash inflows |
41,435 | (11,136 | ) | 30,299 | 15,123 | 8,415 | 23,538 | 53,837 | ||||||||||||||||||||
| Less future: |
||||||||||||||||||||||||||||
| Production costs |
12,732 | (3,557 | ) | 9,175 | 7,505 | 4,309 | 11,814 | 20,989 | ||||||||||||||||||||
| Development costs |
6,895 | (1,278 | ) | 5,617 | 3,004 | 1,200 | 4,204 | 9,821 | ||||||||||||||||||||
| Income taxes |
3,042 | (1,328 | ) | 1,714 | 155 | 507 | 662 | 2,376 | ||||||||||||||||||||
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| Future net cash flows |
18,766 | (4,973 | ) | 13,793 | 4,459 | 2,399 | 6,858 | 20,651 | ||||||||||||||||||||
| Less 10% annual discount for estimated timing of cash flows |
8,871 | (2,551 | ) | 6,320 | 1,440 | 1,036 | 2,476 | 8,796 | ||||||||||||||||||||
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| Discounted future net cash flows |
9,895 | (2,422 | ) | 7,473 | 3,019 | 1,363 | 4,382 | 11,855 | ||||||||||||||||||||
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The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil, natural gas liquids and natural gas reserves for the year ended December 31, 2025, are as follows:
| ($ millions) | Historical Ovintiv U.S. |
Anadarko Divestiture |
Pro Forma U.S. |
Historical Ovintiv Canada |
NuVista Acquisition |
Pro Forma Canada |
Pro Forma Total |
|||||||||||||||||||||
| Balance, beginning of year—January 1, 2025 |
12,860 | (2,236 | ) | 10,624 | 812 | 1,243 | 2,055 | 12,679 | ||||||||||||||||||||
| Changes resulting from: |
||||||||||||||||||||||||||||
| Sales of oil and gas produced during the year |
(3,163 | ) | 717 | (2,446 | ) | (1,197 | ) | (411 | ) | (1,608 | ) | (4,054 | ) | |||||||||||||||
| Discoveries and extensions, net of related costs |
338 | (21 | ) | 317 | 365 | 48 | 413 | 730 | ||||||||||||||||||||
| Purchases of proved reserves in place |
587 | (35 | ) | 552 | 907 | — | 907 | 1,459 | ||||||||||||||||||||
| Sales and transfers of proved reserves in place |
(1,551 | ) | 21 | (1,530 | ) | — | — | — | (1,530 | ) | ||||||||||||||||||
| Net change in prices and production costs |
(3,678 | ) | 142 | (3,536 | ) | 1,112 | 14 | 1,126 | (2,410 | ) | ||||||||||||||||||
| Revisions to quantity estimates |
90 | (319 | ) | (229 | ) | 721 | 230 | 951 | 722 | |||||||||||||||||||
| Accretion of discount |
1,451 | (278 | ) | 1,173 | 89 | 151 | 240 | 1,413 | ||||||||||||||||||||
| Development costs incurred during the year |
1,555 | (283 | ) | 1,272 | 615 | 306 | 921 | 2,193 | ||||||||||||||||||||
| Changes in estimated future development costs |
1,053 | (216 | ) | 837 | (361 | ) | (107 | ) | (468 | ) | 369 | |||||||||||||||||
| Other |
(1 | ) | — | (1 | ) | — | 3 | 3 | 2 | |||||||||||||||||||
| Net change in income taxes |
354 | 86 | 440 | (44 | ) | (114 | ) | (158 | ) | 282 | ||||||||||||||||||
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| Balance, end of year—December 31, 2025 |
9,895 | (2,422 | ) | 7,473 | 3,019 | 1,363 | 4,382 | 11,855 | ||||||||||||||||||||
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