8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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): January 23, 2026

Ovintiv Inc.

(Exact Name of Registrant as Specified in its Charter)

(303) 623-2300

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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

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. ☐

As previously disclosed, on November 4, 2025, Ovintiv Inc. (“Ovintiv”), Ovintiv Canada ULC, a wholly-owned subsidiary of Ovintiv, 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 set forth therein, Ovintiv has agreed to acquire NuVista in a stock-and-cash transaction, subject to satisfaction of certain closing conditions. The transaction will be 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”).

On January 23, 2026, Ovintiv and NuVista issued a joint press release announcing that the NuVista shareholders had approved the Arrangement and that the Court of King’s Bench of Alberta had granted the Final Order with respect to the Plan of Arrangement. A copy of the joint press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and, along with information contained on Ovintiv’s and NuVista’s website (or linked therein or otherwise connected thereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Form 8-K contains forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, except for statements of historical fact, that relate to the Arrangement and the anticipated future activities, plans, strategies, objectives or expectations of Ovintiv and NuVista are forward-looking statements. When used in this Form 8-K, the use of words and phrases including “anticipates,” “believes,” “estimates,” “expects,” “intends,” “maintain,” “may,” “plans,” “potential,” “strategy,” “targets,” “will,” “would” and other similar terminology is intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words or phrases.

The forward-looking statements included in this Form 8-K involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Ovintiv and NuVista have based these forward-looking statements on current expectations and assumptions about future events, including Ovintiv’s ability to consummate any pending acquisition or divestment transactions (including the transactions described herein); Ovintiv’s ability to integrate acquired assets and businesses and the timing thereof; the satisfaction of customary closing conditions and obtaining key regulatory approvals; the ability of Ovintiv to access credit facilities, debt and equity markets and other sources of liquidity to fund operations or acquisitions and manage debt (including to consummate the transactions described herein); and the other assumptions contained herein. Risks and uncertainties with respect to the proposed transactions described herein include, among other things, the risk that the proposed transaction may not be completed in a timely basis or at all, which may adversely affect Ovintiv’s and NuVista’s businesses and the price of their respective securities; the effect of the announcement, pendency or completion of the proposed transaction on the market price of Ovintiv’s and NuVista’s stock or the ability of each of Ovintiv and NuVista to attract, motivate, retain and hire key personnel and maintain relationships with others whom they do business; that the proposed transaction may divert management’s attention from each of Ovintiv’s and NuVista’s ongoing business operations; the risk of any legal proceedings related to the proposed transaction or otherwise, including resulting expense or delay; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement for the transaction, including in circumstances which would require payment of a termination fee; the risk that restrictions during the pendency of the proposed transaction may impact Ovintiv’s or NuVista’s ability to pursue certain business opportunities or strategic transactions; risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; the risk that the anticipated benefits and synergies of the proposed transaction may not be fully realized or may take longer to

realize than expected; risks relating to the value of Ovintiv securities to be issued in the proposed transaction; and the risk that the integration of NuVista’s business post-closing may not occur as anticipated. While Ovintiv and NuVista consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond Ovintiv’s and NuVista’s control. Additional risks and uncertainties that may affect the operations, performance and results of Ovintiv’s business and forward-looking statements include, but are not limited to, those set forth in Item 1A. “Risk Factors” of Ovintiv’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and other risks and uncertainties impacting Ovintiv’s business as described from time to time in Ovintiv’s other periodic filings with the SEC or Canadian securities regulators.

Although Ovintiv and NuVista believe the expectations represented by the forward-looking statements are reasonable based on the information available to them as of the date such statements are made, forward-looking statements are only predictions and statements of Ovintiv’s and NuVista’s current beliefs and there can be no assurance that such expectations will prove to be correct. All forward-looking statements contained in this Form 8-K are made as of the date of this Form 8-K and, except as required by law, Ovintiv and NuVista undertake no obligation to update publicly or revise any forward-looking statements. The forward-looking statements contained or incorporated by reference in this Form 8-K, and all subsequent forward-looking statements attributable to Ovintiv and NuVista, whether written or oral, are expressly qualified by these cautionary statements.

(d) Exhibits

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.

Dated: January 23, 2026

EX-99.1

Exhibit 99.1

PRESS RELEASE JANUARY 23, 2026

NUVISTA AND OVINTIV ANNOUNCE NUVISTA SHAREHOLDER APPROVAL AND RECEIPT OF FINAL ORDER FOR TRANSACTION WITH OVINTIV AND PRELIMINARY RESULTS OF ELECTIONS BYNUVISTA SHAREHOLDERS REGARDING FORM OF CONSIDERATION

CALGARY, Alberta, January 23, 2026 – NuVista Energy Ltd. (TSX: NVA) (“NuVista”) and Ovintiv Inc. (NYSE, TSX: OVV) (“Ovintiv”) are pleased to announce that today at NuVista’s special meeting (the “Meeting”) of holders (“NuVista Shareholders”) of common shares of NuVista (“NuVista Shares”), NuVista Shareholders voted in favour of the previously announced plan of arrangement (the “Transaction”) involving NuVista, NuVista Shareholders, Ovintiv Canada ULC (“Ovintiv Canada”) and Ovintiv Inc. At the Meeting, the special resolution (the “Transaction Resolution”) approving the Transaction was approved by approximately 99% of the votes cast by NuVista Shareholders, present in person or represented by proxy at the Meeting. For additional details of the voting results on the Transaction Resolution, see NuVista’s Report of Voting Results filed pursuant to Section 11.3 of National Instrument 51-102 –Continuous Disclosure Obligations available on NuVista’s profile on SEDAR+ at www.sedarplus.ca.

Following the Meeting, the Court of King’s Bench of Alberta granted the Final Order in respect of the Transaction. The Transaction, subject to the satisfaction or waiver of other customary closing conditions, is expected to close shortly after receipt of approval under the Investment Canada Act.

NuVista and Ovintiv are also pleased to announce preliminary results of the elections made by NuVista Shareholders regarding the form of consideration they wish to receive in connection with the Transaction. As previously announced, the deadline to have made such election was 4:30 pm (Calgary time) on January 21, 2026 (the “Election Deadline”).

Pursuant to the Transaction and prior to the Election Deadline, 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 (each whole share, an “Ovintiv Share”) 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. As previously disclosed, 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.

Based on information as of the Election Deadline, the preliminary results of the consideration elections are as follows:

The foregoing results are preliminary only, and the final allocation of the Cash Consideration and Share Consideration will be calculated in accordance with the arrangement agreement among NuVista, Ovintiv and Ovintiv Canada dated November 4, 2025, as amended from time to time.

CURRENCY

All amounts in this press release are stated in Canadian (C$) unless otherwise specified.

FORWARD-LOOKING INFORMATION

Certain statementscontained in this news release may constitute forward-looking statements within the meaning of applicable Canadian securities laws and applicable U.S. securities laws, including Section 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or NuVista’s or Ovintiv’s future performance. All statements other than statements of historical fact may be forward-lookingstatements. The use of any of the words “estimate”, “will”, “would”, “believe”, “plan”, “expected”, “potential”, and similar expressions are intended to identifyforward-looking statements. Forward-looking statements are often, but not always, identified by such words. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differmaterially from those anticipated in such forward-looking statements. In particular, and without limiting the foregoing, this news release contains forward looking statements with respect to: the completion of the Transaction, including thesatisfaction of the closing conditions and the anticipated closing date and other similar statements; and the final election results, including the preliminary results of Cash Consideration and Share Consideration payable pursuant to theTransaction.

Forward-looking information contained in this news release is based on management’s expectations and assumptions regarding,among other things: completion of the Transaction on the anticipated terms and timing, or at all, including the satisfaction of the conditions to closing the Transaction; the maximum aggregate Cash Consideration and Share Consideration payable underthe Transaction; the final election results, including the final results of Cash Consideration and Share Consideration payable pursuant to the Transaction; the effect or outcome of litigation; the existence of any laws or material changes theretothat may adversely affect NuVista, Ovintiv or Ovintiv Canada or impact the completion of the Transaction; potential adverse changes to business prospects and opportunities resulting from the announcement or completion of the Transaction; and generalbusiness, market and economic conditions. Although NuVista and Ovintiv believe that the assumptions used in such forward-looking statements and information are reasonable based on the information available as of the date such statements are made,there can be no assurance that such assumptions will be correct. Accordingly, readers are cautioned that the actual results achieved may vary from the forward-looking information provided herein and that the variations may be material. Readers arealso cautioned that the foregoing list of assumptions, risks and factors is not exhaustive.

Further information regarding the assumptions andrisks inherent in the making of forward-looking statements and in respect of the Arrangement will be found in the Circular, along with (i) NuVista’s other public disclosure documents which are available through NuVista’s website atwww.nvaenergy.com. and through the SEDAR+ website at www.sedarplus.ca and (ii) Ovintiv’s most recent Annual Report on Form 10-K, Quarterly Report on Form10-Q and in Ovintiv’s other filings made with the U.S. Securities and Exchange Commission or Canadian securities regulators.

The forward-looking information included in this news release is expressly qualified in its entirety by the foregoing cautionary statements. Unlessotherwise stated, the forward-looking information included in this news release is made as of the date of this news release and NuVista and Ovintiv assume no obligation to update or revise any forward-looking information to reflect new events orcircumstances, except as required by law.

FOR FURTHER INFORMATION CONTACT: