Form 8-K
8-K — Ovintiv Inc.
Accession: 0001193125-26-409792
Filed: 2026-10-01
Period: 2026-10-01
CIK: 0001792580
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ovv-20261001.htm (Primary)
EX-99.1 (ovv-ex99_1.htm)
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8-K
8-K (Primary)
Filename: ovv-20261001.htm · Sequence: 1
8-K
0001792580false00017925802026-10-012026-10-01
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): October 01, 2026
Ovintiv Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-39191
84-4427672
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
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
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:
☐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
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 7.01 Regulation FD Disclosure.
On October 1, 2026, Ovintiv Inc. (the “Company”) issued a news release announcing that it has received acceptance from the Toronto Stock Exchange to renew its normal course issuer bid to purchase up to 26,973,037 common shares during the 12-month period commencing on October 5, 2026, and ending October 4, 2027. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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 the Company’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, 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, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit Description
Exhibit 99.1
News release dated October 1, 2026.
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
(Registrant)
Date:
October 1, 2026
By:
/s/ Dawna I. Gibb
Name: Dawna I. Gibb
Title: Assistant Corporate Secretary
EX-99.1
EX-99.1
Filename: ovv-ex99_1.htm · Sequence: 2
EX-99.1
Exhibit 99.1
News release
Ovintiv Renews Annual Share Buy-Back Program
Company Receives TSX Approval for Renewal of Normal Course Issuer Bid
DENVER, October 1, 2026 - Ovintiv Inc. (NYSE, TSX: OVV) today announced it has received regulatory approvals for the renewal of its share buy-back program. This action is consistent with Ovintiv's capital allocation framework, which commits to returning 50% to 100% of annual Non-GAAP Free Cash Flow to shareholders via the combination of base dividend payments and share buybacks. For 2026, Ovintiv has committed to returning at least 60% of annual Non-GAAP Free Cash Flow to shareholders.
The Toronto Stock Exchange ("TSX") has accepted Ovintiv's notice of intention to renew its normal course issuer bid ("NCIB") to purchase up to 26,973,037 common shares during the 12-month period commencing October 5, 2026, and ending October 4, 2027. The number of shares authorized for purchase represents 10 percent of Ovintiv's public float as of September 21, 2026, as calculated pursuant to TSX rules. Purchases will be made on the open market through the facilities of the TSX, New York Stock Exchange ("NYSE"), other designated exchanges and/or alternative trading systems in Canada and the United States at the market price at the time of acquisition, as well as by other means permitted by stock exchange rules and securities laws including Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
Ovintiv has also renewed its automatic share purchase plan ("ASPP") allowing it to purchase common shares under the NCIB when Ovintiv would ordinarily not be permitted to purchase shares due to regulatory restrictions and customary self-imposed blackout periods. Pursuant to the ASPP, Ovintiv will provide instructions during non-blackout periods to its designated broker, which may not be varied or suspended during the blackout period. Purchases by Ovintiv's designated broker will be in accordance with applicable stock exchange rules and securities laws and the terms of the ASPP. All purchases made under the ASPP are included in computing the number of common shares purchased under the NCIB. The ASPP has been pre-cleared as required by the TSX.
The actual number of common shares that may be purchased under the NCIB and the timing of any such purchases will be determined by Ovintiv. The average daily trading volume through the facilities of the TSX, excluding purchases made on such facilities, for the six months ended August 31, 2026 was 216,540 common shares. Consequently, daily purchases through the facilities of the TSX will be limited to 54,135 common shares, other than block purchase exceptions. Purchases over the NYSE will be made in compliance with the volume limitations in Rule 10b-18 in relation to average daily trading volume and block trades. All common shares acquired by Ovintiv under the NCIB may be cancelled or returned to treasury as authorized but unissued shares.
Pursuant to its existing NCIB, under which Ovintiv received approval from the TSX to purchase up to 22,287,709 common shares during the 12-month period commencing October 3, 2025 and ending October 2, 2026, as of the close of trading on September 30, 2026, Ovintiv has purchased 13,925,579 common shares on the TSX, NYSE and alternative trading systems at a weighted average purchase price of US$58.49 per common share. In the third quarter of 2026, Ovintiv has purchased 6,332,551 common shares at a weighted average purchase price of US$60.90 per common share.
Ovintiv Inc.
1
On June 5, 2025, Ovintiv renewed its exemption order (the "NCIB Exemption") from applicable Canadian regulators, permitting Ovintiv to make repurchases under the NCIB through the facilities of the NYSE and other United States-based trading systems in excess of 5 percent of Ovintiv's outstanding number of shares, the maximum allowable under applicable Canadian securities laws absent an exemption. The NCIB Exemption allows Ovintiv to repurchase up to 10 percent of Ovintiv's public float on such U.S. marketplaces provided that Ovintiv's aggregate repurchases on all marketplaces do not exceed this amount over the 12-month period of the NCIB, which is consistent with the maximum number of shares Ovintiv is able to purchase under the NCIB. The other conditions to the NCIB Exemption are outlined in Ovintiv's 2026 second quarter report on Form 10-Q filed on EDGAR and SEDAR+.
ADVISORY REGARDING FORWARD LOOKING STATEMENTS – This news release contains certain forward-looking statements or information (collectively, "FLS") within the meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995. FLS include: our capital allocation framework and the planned share repurchase program, including the amount and number of shares to be acquired, the treatment of such shares following purchase, its anticipated timeframe and anticipated methods and location of purchases.
Readers are cautioned against unduly relying on FLS which, by their nature, involve numerous assumptions, risks and uncertainties that may cause such statements not to occur, or results to differ materially from those expressed or implied. These assumptions include: future commodity prices and differentials; foreign exchange rates; ability to access cash, credit facilities and shelf prospectuses; and expectations and projections made in light of, and generally consistent with, Ovintiv's historical experience and its perception of historical trends, including with respect to the pace of technological development, benefits achieved and general industry expectations.
Risks and uncertainties that may affect these business outcomes include: ability to generate sufficient cash flow to meet obligations and fund the NCIB; commodity price volatility; variability in the amount, number of shares, method, location and timing of purchases, if any, pursuant to the NCIB; fluctuations in currency and interest rates; and other risks and uncertainties impacting Ovintiv's business, as described in its most recent Annual Report on Form 10-K and as described from time to time in Ovintiv's other periodic filings as filed on EDGAR and SEDAR+.
Although Ovintiv believes the expectations represented by such FLS are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions, risks and uncertainties referenced above are not exhaustive. FLS are made as of the date of this news release and, except as required by law, Ovintiv undertakes no obligation to update publicly or revise any FLS. FLS contained in this news release are expressly qualified by these cautionary statements.
Further information on Ovintiv Inc. is available on the Company’s website, www.ovintiv.com, or by contacting:
Investor contact:
(888) 525-0304
investor.relations@ovintiv.com
Media Contact:
(403) 645-2252
Ovintiv Inc.
2
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