Form 8-K/A
8-K/A — Ovintiv Inc.
Accession: 0001193125-26-149820
Filed: 2026-04-09
Period: 2026-02-03
CIK: 0001792580
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Financial Statements and Exhibits
Documents
8-K/A — d68968d8ka.htm (Primary)
EX-23.1 (d68968dex231.htm)
EX-23.2 (d68968dex232.htm)
EX-99.1 (d68968dex991.htm)
EX-99.2 (d68968dex992.htm)
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8-K/A
8-K/A (Primary)
Filename: d68968d8ka.htm · Sequence: 1
8-K/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 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)
(I.R.S. Employer
Identification No.)
Suite 1700, 370 - 17th Street
Denver, Colorado
80202
(Address of principal executive offices)
(Zip Code)
(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:
☐
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. ☐
Explanatory Note
On February 3, 2026, Ovintiv Inc. (“Ovintiv”) filed with the U.S. Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other events, that Ovintiv and its wholly-owned subsidiary, Ovintiv Canada ULC (collectively, the “Company”), completed the acquisition of all of the common shares of NuVista Energy Ltd. (“NuVista”).
This Current Report on Form 8-K/A amends the Original Form 8-K to disclose the financial statements and other information set forth in Item 9.01(a) and Item 9.01(b) of Form 8-K. No other changes to the Original Form 8-K are being made hereby.
Subsequent to this Current Report on Form 8-K/A, Ovintiv will file a Current Report on Form 8-K disclosing pro forma financial information related to the divestiture of its Anadarko assets (the “Anadarko Divestiture”) and the acquisition of NuVista (the “NuVista Acquisition”). The unaudited pro forma condensed combined balance sheet as of December 31, 2025 contained therein, will give effect to the Anadarko Divestiture and the NuVista Acquisition as if such transactions had been completed on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025 contained therein, will give effect to the Anadarko Divestiture and the NuVista Acquisition as if such transactions had been completed on January 1, 2025.
Item 9.01
Financial Statements and Exhibits.
(a) Financial statements of business to be acquired.
The audited consolidated financial statements of NuVista as of and for the year ended December 31, 2025, and the notes related thereto, are filed as Exhibit 99.1 hereto and incorporated by reference herein.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company, 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
No.
Description
23.1
Consent of KPMG LLP (independent auditors of NuVista).
23.2
Consent of GLJ (independent qualified reserve engineers of NuVista).
99.1
Audited consolidated financial statements of NuVista as of and for the year ended December 31, 2025, and the notes related thereto.
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
EX-23.1
EX-23.1
Filename: d68968dex231.htm · Sequence: 2
EX-23.1
Exhibit 23.1
Consent of Independent Auditors
The
Board of Directors of Ovintiv Inc.
We consent to the use of our report dated March 4, 2026 on the consolidated financial statements of NuVista Energy
Ltd. and its subsidiaries which comprise the consolidated statement of financial position as of December 31, 2025, and the related consolidated statements of net earnings and comprehensive income, changes in shareholders’ equity, and cash
flows for the year then ended, and the related notes to the consolidated financial statements (collectively the “consolidated financial statements”) which is included in the Current Report on Form 8-K/A of Ovintiv Inc. dated April 9,
2026.
We also consent to the incorporation by reference of such report in the Registration Statements (No. 333-231248,
333-140856, 333-124218, 333-85598, 333-266531, and
333-287195) on Form S-8, and (No. 333-293941 and 333-273488) on Form S-3 of Ovintiv Inc.
/s/ KPMG LLP
Chartered Professional Accountants
April 9, 2026
Calgary, Alberta
EX-23.2
EX-23.2
Filename: d68968dex232.htm · Sequence: 3
EX-23.2
Exhibit 23.2
Consent of Independent Petroleum Engineers
We hereby consent to the reference of our firm and to the use of our report effective December 31, 2025 and dated February 11, 2026, evaluating NuVista
Energy Ltd.’s crude oil, natural gas and natural gas liquids reserves incorporated by reference in the Registration Statements on Form S-3 (File Nos. 333-293941
and 333-273488) and Form S-8 (File Nos. 333-231248, 333-140856, 333-124218, 333-85598, 333-266531 and 333-287195) of Ovintiv Inc., which appears in this Current Report on Form
8-K/A of Ovintiv Inc.
Yours truly,
GLJ LTD.
/s/ Kelly Zukowski
Kelly Zukowski, P.Eng.
Vice President
Calgary, Alberta
April 9, 2026
EX-99.1
EX-99.1
Filename: d68968dex991.htm · Sequence: 4
EX-99.1
Exhibit 99.1
CONSOLIDATED FINANCIAL STATEMENTS
As at, and for the years then ended:
December 31, 2025 and 2024
KPMG LLP
KPMG Tower 2200,
240 Fourth Ave SW
Calgary AB T2P 4H4
Canada
Tel 403 691 8000
Fax 403 691 8008
INDEPENDENT AUDITORS’ REPORT
Board
of Directors NuVista Energy Ltd.
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial
statements of NuVista Energy Ltd. and its subsidiaries (the Company), which comprise the consolidated statement of financial position as of December 31, 2025, and the related consolidated statements of net earnings and comprehensive income,
changes in shareholders’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.
In our
opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards (IFRS) Accounting Standards as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
We conducted our audit in accordance
with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements,
management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise significant doubt about the Company’s ability to continue as a going concern for one year after the date that the consolidated
financial statements are authorized for issuance.
NuVista Energy Ltd.
2025 Annual Financial Statements | 2
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS
will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the
consolidated financial statements.
In performing an audit in accordance with GAAS, we:
•
Exercise professional judgment and maintain professional skepticism throughout the audit.
•
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
•
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise
significant doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
We are required to
communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ KPMG LLP
Chartered Professional Accountants
Calgary, Canada
March 4, 2026
NuVista Energy Ltd.
2025 Annual Financial Statements | 3
NUVISTA ENERGY LTD.
Consolidated Statements of Financial Position
($Cdn thousands)
As at December 31,
Note
2025
2024
ASSETS
Current assets
Accounts receivable and other
$
144,144
$
132,538
Prepaid expenses
49,072
45,584
Financial derivative assets
21
123,594
65,537
Other receivables
5
15,065
—
331,875
243,659
Financial derivative assets
21
94,173
138,703
Other assets
6
13,811
9,500
Exploration and evaluation assets
7
35,935
29,790
Property, plant and equipment
8
3,117,374
2,934,617
Right-of-use
assets
9
84,248
94,286
Total assets
$
3,677,416
$
3,450,555
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities
$
180,160
$
206,862
Senior unsecured notes
11
164,119
—
Current portion of other liabilities
12,20
19,826
18,351
Current portion of lease liabilities
13
8,335
7,441
Current portion of asset retirement obligations
14
10,000
9,800
382,440
242,454
Long-term debt
10
64,012
5,353
Senior unsecured notes
11
—
163,258
Other liabilities
12
15,346
16,801
Lease liabilities
13
103,686
112,021
Asset retirement obligations
14
116,735
112,614
Financial derivative liabilities
21
19,640
136
Deferred tax liability
15
479,878
443,938
Total liabilities
1,181,737
1,096,575
SHAREHOLDERS’ EQUITY
Share capital
16
$
1,044,358
$
1,091,990
Contributed surplus
41,759
47,342
Retained earnings
1,409,562
1,214,648
Total shareholders’ equity
2,495,679
2,353,980
Total liabilities and shareholders’ equity
$
3,677,416
$
3,450,555
Commitments
23
Subsequent event
26
See accompanying notes to the consolidated financial statements.
Approved on behalf of the Board of Directors of NuVista Energy Ltd., as the amalgamated entity, Ovintiv Canada ULC:
(signed) “Corey D. Code”
(signed) “Meghan N. Eilers”
Director
Director
NuVista Energy Ltd.
2025 Annual Financial Statements | 4
NUVISTA ENERGY LTD.
Consolidated Statements of Net Earnings and Comprehensive Income
($Cdn thousands, except per share amounts)
Year ended December 31,
Note
2025
2024
Revenues
Petroleum and natural gas sales
18
$
1,260,673
$
1,215,234
Royalties
(83,684
)
(130,810
)
Net revenue from petroleum and natural gas sales
1,176,989
1,084,424
Realized gain on financial derivatives
109,509
26,202
Unrealized gain (loss) on financial derivatives
21
(5,977
)
150,077
Construction income
5
59,137
—
Other income
7,773
11,840
Total revenue, other income and gain (loss) on financial derivatives
1,347,431
1,272,543
Expenses
Operating
378,257
354,253
Transportation
153,674
145,292
General and administrative
25,492
25,405
Share-based compensation
20
21,227
14,121
Financing costs
22
41,204
40,022
Transaction costs
26
2,417
—
Construction costs
5
59,137
—
Depletion, depreciation and amortization
8,9
275,203
296,273
956,611
875,366
Earnings before taxes
390,820
397,177
Current income tax expense
15
59,246
4,699
Deferred income tax expense
15
32,619
86,760
Total income tax expense
91,865
91,459
Net earnings and comprehensive income
$
298,955
$
305,718
Net earnings per share
17
Basic
$
1.51
$
1.48
Diluted
$
1.50
$
1.46
See accompanying notes to the consolidated financial statements.
NuVista Energy Ltd.
2025 Annual Financial Statements | 5
NUVISTA ENERGY LTD.
Consolidated Statements of Changes in Shareholders’ Equity
($Cdn thousands)
Year ended December 31,
Note
2025
2024
Share capital
16,20
Balance, January 1
$
1,091,990
$
1,111,750
Issued for cash on exercise of stock options
5,614
1,401
Contributed surplus transferred on exercise of stock options
2,755
1,655
Conversion of restricted share awards
2,275
2,898
Conversion of performance share awards
5,249
5,559
Conversion of director share units
1,219
—
Repurchase of shares for cancellation
(64,744
)
(31,273
)
Balance, end of year
$
1,044,358
$
1,091,990
Contributed surplus
Balance, January 1
$
47,342
$
51,250
Share-based compensation
18,658
11,770
Transfer to share capital on exercise of stock options
(2,755
)
(1,655
)
Conversion of restricted share awards
(2,275
)
(2,898
)
Conversion of performance share awards
(5,249
)
(5,559
)
Share-based compensation - cash settled
(10,640
)
(9,091
)
Tax deduction on excess value of share awards
(3,322
)
3,525
Balance, end of year
$
41,759
$
47,342
Retained earnings
Balance, January 1
$
1,214,648
$
952,032
Repurchase of shares for cancellation
(104,041
)
(43,102
)
Net earnings
298,955
305,718
Balance, end of year
$
1,409,562
$
1,214,648
Total shareholders’ equity
$
2,495,679
$
2,353,980
See accompanying notes to the consolidated financial statements.
NuVista Energy Ltd.
2025 Annual Financial Statements | 6
NUVISTA ENERGY LTD.
Consolidated Statements of Cash Flows
($Cdn thousands)
Year ended December 31,
Note
2025
2024
Cash provided by (used in)
Operating activities
Net earnings
$
298,955
$
305,718
Items not requiring cash from operations:
Depletion, depreciation and amortization
8,9
275,203
296,273
Share-based compensation
20
15,805
9,842
Unrealized loss (gain) on financial derivatives
21
5,977
(150,077
)
Deferred income tax expense
15
32,619
86,760
Accretion
14
4,833
3,680
Asset retirement expenditures
14
(9,925
)
(12,029
)
Change in non-cash working capital
25
(45,784
)
60,086
Cash provided by operating activities
577,683
600,253
Financing activities
Proceeds from the exercise of stock options
16
5,614
1,401
Share-based compensation - settled with cash
(10,640
)
(9,091
)
Payment on lease liabilities
13
(7,441
)
(6,499
)
Repurchase of shares
16
(168,785
)
(74,375
)
Increase (decrease) of long-term debt
58,659
(11,543
)
Other liabilities
(1,467
)
(567
)
Cash used in financing activities
(124,060
)
(100,674
)
Investing activities
Property, plant and equipment expenditures
8
(434,505
)
(494,272
)
Exploration and evaluation expenditures
7
(7,296
)
(6,284
)
Other asset expenditures
6
(4,311
)
—
Change in non-cash working capital
25
(7,511
)
977
Cash used in investing activities
(453,623
)
(499,579
)
Change in cash and cash equivalents
—
—
Cash and cash equivalents, beginning of year
$
—
$
—
Cash and cash equivalents, end of year
$
—
$
—
Current income tax expense paid in cash
$
72,192
$
—
Interest paid in cash
$
21,188
$
22,092
See accompanying notes to the consolidated financial statements.
NuVista Energy Ltd.
2025 Annual Financial Statements | 7
NUVISTA ENERGY LTD.
Notes to the Consolidated Financial Statements
As at,
and for the year ended December 31, 2025, and 2024
1.
Corporate information
NuVista Energy Ltd. and its subsidiary (together “NuVista” or the “Company”) is a Canadian publicly traded company
incorporated in the province of Alberta. NuVista is a condensate and natural gas company actively engaged in the development, delineation, and production of condensate and natural gas reserves in the Western Canadian Sedimentary Basin.
NuVista’s focus is on the scalable and repeatable condensate-rich Montney formation in the Alberta Deep Basin.
NuVista’s
registered office and principal place of business is located at 2500, 525 – 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1G1. NuVista’s common shares are traded on the Toronto Stock Exchange (“TSX”) under the symbol NVA.
On February 3, 2026 (the “Effective Date”), all of the issued and outstanding common shares of NuVista were acquired by
Ovintiv Inc. (“Ovintiv”) through Ovintiv Canada ULC (“Ovintiv Canada”) (the “Transaction”). NuVista has been subsequently amalgamated into Ovintiv Canada. Refer to Note 26, “Subsequent event” for
additional details.
2.
Basis of preparation
Statement of compliance
These consolidated financial statements (the “financial statements”) have been prepared in accordance with IFRS Accounting
Standards as issued by the International Accounting Standards Board (“IASB”). A summary of NuVista’s material accounting policies under IFRS are presented in Note 3, “Material accounting policies”. These policies have
been applied consistently for all periods presented in these financial statements.
These financial statements were approved and authorized
for issuance by the Board of Directors of the amalgamated entity, Ovintiv Canada, on March 4, 2026.
Basis of measurement
These financial statements have been prepared on the historical cost basis, except for certain financial derivative instruments which are
measured at fair value. The methods used to measure fair values are disclosed in Note 3, “Material accounting policies”.
Certain comparative figures in these financial statements have been reclassified to conform to the current period presentation. Specifically,
on the balance sheet, the embedded derivative has been separated from other financial instrument contracts both of which are presented under financial derivative assets and liabilities headings. These reclassifications had no impact on the
consolidated operating results or financial position for the year ended December 31, 2024.
Functional and presentation currency
These financial statements are presented in Canadian (“Cdn”) dollars, which is NuVista’s functional currency. All
tabular amounts are in thousands of Cdn dollars, unless otherwise stated.
NuVista Energy Ltd.
2025 Annual Financial Statements | 8
Use of management’s judgments and estimates
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingencies, if any, as at the date of the financial statements and the reported amounts of revenue and expenses during the period. Estimates are subject to measurement uncertainty and changes in such estimates
in future years could require material change in the financial statements. These underlying assumptions are based on historical experience and other factors that management believes to be reasonable under the circumstances, and are subject to change
as new events occur, as more industry experience is acquired, as additional information is obtained as NuVista’s operating environment changes.
Estimates and underlying assumptions are reviewed on an ongoing basis by management. Revisions to accounting estimates are recognized in the
period in which the estimates are revised and in the future periods affected. The key sources of estimation uncertainty and judgement in these financial statements are discussed below:
i.
Determination of cash generating units
NuVista’s assets are grouped into cash-generating units (“CGUs”) for the purpose of calculating depletion and assessing
impairment. A CGU consists of assets that are grouped together based on the smallest group of assets whose cash flows that are largely independent of those from other assets or groups of assets. The determination of NuVista’s CGUs is subject
to management judgment and interpretation, taking into account factors such as geographical proximity, shared infrastructure, commodity composition, similar market exposure, and the management of operations.
ii.
Exploration and evaluation assets
The application of NuVista’s accounting policy for exploration and evaluation (“E&E”) assets requires management to make
certain judgments in determining whether it is likely that future economic benefits exist when activities have not generally reached a stage where technical feasibility and commercial viability can be reasonably determined.
iii.
Reserve estimates
Proved plus probable oil and natural gas reserves are used in the calculation of depletion and impairment, as well as to assess for indicators
of impairment on each of the NuVista’s CGUs. Reserve estimates and their associated cash flows are based on several significant assumptions, which include forecasted oil and natural gas prices, operating costs, royalties, production volumes
and future development costs, all of which are subject to many uncertainties and interpretations. NuVista expects that, over time, its reserve estimates will be revised upward or downward based on updated information, such as the results of future
drilling, testing, production levels and changes in commodity prices.
Independent third-party reserve evaluators are engaged annually to
estimate proved plus probable oil and natural gas reserves and the related cash flows from NuVista’s interest in oil and gas properties. This evaluation of proved plus probable oil and natural gas reserves is prepared in accordance with the
reserves definitions as set up by the Canadian Securities Administrators in National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities and the Canadian Oil and Gas Evaluation
(“COGE”) Handbook.
NuVista Energy Ltd.
2025 Annual Financial Statements | 9
iv.
Asset retirement obligations
Asset retirement obligations are recognized for the future decommissioning and restoration of property, plant and equipment. These obligations
are based on estimated costs, which consider the anticipated method and scope of restoration, as well as potential technological advances. Actual costs are uncertain, and estimates may vary due to changes in relevant laws and regulations, the
emergence of new technology, operating experience, and market prices. The expected timing of future decommissioning and restoration may also change due to certain factors, including reserve life. The estimate for these obligations is also impacted
by the risk-free rate and inflation rates used to calculate the present value of the asset retirement obligation.
v.
Depreciation, depletion, amortization
Property, plant and equipment is measured at cost less accumulated depreciation, depletion, amortization. Depletion of development and
production assets is determined based on total proved plus probable reserves as well as future development costs as estimated by an independent qualified reserve evaluator.
3.
Material accounting policies
Jointly controlled operations
A portion of exploration, development and production activities are conducted jointly with others and, accordingly, NuVista only reflects its
proportionate interest of the assets, liabilities, revenues, expenses and cash flows. NuVista does not have any joint arrangements that are structured through a separate vehicle.
Revenue recognition
NuVista generates revenue primarily from the sale of natural gas, condensate, and natural gas liquids (“NGLs”) in accordance with
the consideration specified in contracts with customers. Revenue is recognized when control of the product is transferred to the customer, which generally occurs when legal title passes at the agreed-upon delivery point, such as a pipeline or other
designated transportation method. The amount of revenue recognized is based on the contractual consideration and may be subject to adjustments for product quality, location, delivery method, or other contract-specific factors.
NuVista assesses its transactions with third parties and partners to determine whether it is acting as the principal or an agent. NuVista is
considered the principal when it has primary responsibility for the transaction, control of the product before transfer, and inventory risk. In such cases, revenue is recognized on a gross basis. If NuVista acts as an agent, revenue is recognized on
a net basis, reflecting only the fee, if any, earned from the transaction. Due to various marketing arrangements, NuVista may transfer title of its commodity to a third-party marketing company, which then delivers the product to the end customer
using its own reserved pipeline capacity. Revenue from such transactions is separately presented as transportation revenue.
The
transaction price for variable-price contracts is typically based on a benchmark commodity index and may be adjusted for quality, location, delivery method, or other contractually agreed-upon factors. Revenue recognized may fluctuate due to changes
in market conditions affecting pricing components. Tariffs, tolls, and fees charged to third parties for the use of pipelines and facilities owned by NuVista are evaluated to determine whether they originate from contracts with customers or from
incidental or collaborative arrangements. When such fees arise from contracts with customers, revenue is recognized as the related services are provided. Additionally, royalty income is recognized as it accrues in accordance with the terms of the
applicable overriding royalty agreement.
NuVista also produces power generation revenue which is recognized when control of the
electricity is transferred to the customer, typically upon delivery to the grid or as specified in the contractual terms of the arrangement.
NuVista Energy Ltd.
2025 Annual Financial Statements | 10
Exploration and evaluation assets (“E&E”)
Exploration and evaluation expenditures are initially capitalized within “exploration and evaluation assets”. These expenditures
may include the costs of acquiring licenses, technical services and studies, seismic acquisition, exploration drilling and testing costs, directly attributable general and administrative costs, and the cost of acquiring undeveloped land with no
booked reserves. Costs incurred prior to having obtained the legal right to explore an area are charged to net earnings as exploration and evaluation expenditures in the period in which they are incurred.
E&E assets are not depreciated. These costs are accumulated and carried forward until technical feasibility and commercial viability of the
area are determined or the assets are deemed impaired. Technical feasibility and commercial viability are met when NuVista has determined that an E&E asset will be developed, as evidenced by the classification of proved or probable reserves and
the appropriate internal and external approvals.
E&E assets are assessed for impairment if:
•
Sufficient data exists to determine technical feasibility and commercial viability, and
•
Facts and circumstances suggest that the carrying amount exceeds the recoverable amount.
The recoverable amount of an asset is defined as the higher of fair value less costs to sell and value in use.
If proved and/or probable reserves have been discovered, E&E assets are first tested for impairment before being reclassified to property,
plant, and equipment. The carrying value, after any impairment loss, of the relevant E&E assets and associated undeveloped land is then reclassified as development and production assets within property, plant, and equipment.
Any impairment loss on E&E assets, unsuccessful E&E costs, and the cost of undeveloped land that has expired are charged to net
earnings as exploration and evaluation expenses.
NuVista Energy Ltd.
2025 Annual Financial Statements | 11
Development and production assets
Items of property, plant, and equipment, including oil and natural gas development and production assets as well as corporate assets, are
measured at cost, net of accumulated depletion, depreciation, amortization, and impairment. Development and production assets are accumulated on an area-by-area basis,
representing the cost of developing discovered commercial reserves and bringing them into production. This includes E&E expenditures transferred from E&E assets upon the discovery of commercial reserves.
Subsequent costs incurred after determining technical feasibility and commercial viability, as well as costs for replacing components of
property, plant, and equipment, are recognized as oil and natural gas assets only if they enhance the future economic benefits of the specific asset. All other expenditures are expensed in net earnings as incurred. Capitalized oil and natural gas
assets generally include costs related to developing proved and/or probable reserves and enhancing production from these reserves. When a component is replaced or sold, its carrying amount is derecognized. Routine servicing and maintenance costs are
recognized in net earnings as incurred.
An impairment test is conducted at each reporting date if events or circumstances indicate that
the carrying value of a development and production asset may exceed its recoverable amount. The carrying value is compared to the recoverable amount, which is defined as the higher of:
•
Fair value less costs to sell – determined based on an
arm’s-length transaction price between knowledgeable, willing parties. This may involve discounted future net cash flows from proved and probable reserves, using forecast prices, costs, and expansion
prospects.
•
Value in use – estimated by calculating the present value of expected future net cash flows generated from
the continued use of the asset.
If indications of impairment exist, NuVista conducts an impairment test. Assets or areas
are grouped into CGUs for this assessment. When the carrying amount of a CGU exceeds its recoverable amount, the CGU is considered impaired and is written down accordingly. The impairment charge is recorded within depletion, depreciation,
amortization, and impairment expenses in net earnings.
NuVista Energy Ltd.
2025 Annual Financial Statements | 12
Depletion, depreciation and amortization (“DD&A”)
NuVista depletes the carrying value of its development and production assets using the unit-of-production method, based on the ratio of production during the period to the related proved plus probable reserves. This calculation considers estimated future development costs required to bring the
reserves into production and the estimated salvage value of the assets at the end of their useful lives. Future development costs are forecasted based on the level of development required to produce the reserves. At least annually, an independent
third-party reserve evaluator assesses the proved and probable reserves, which represent the estimated recoverable quantities of oil, natural gas, and natural gas liquids, based on geological, geophysical, and engineering data.
Other property, plant, and equipment are recorded at cost, net of accumulated depreciation, amortization, and any impairment. Depreciation is
recognized on a straight-line basis over the estimated useful lives of each major component. Significant components of an asset with different useful lives are treated separately and depreciated accordingly.
Specific asset categories are depreciated over designated periods, as follows:
•
Workover costs are depreciated over two years.
•
Plant turnarounds and overhauls are depreciated over five years.
•
Corporate assets are depreciated on a straight-line basis over their useful lives.
•
Right-of-use assets are
depreciated on a straight-line basis over the economic life of the contract.
Useful lives and residual values are
reviewed annually, with any necessary changes applied prospectively.
Provisions
NuVista recognizes a provision when it has a present legal or constructive obligation resulting from a past event, and it is probable that an
outflow of economic benefits will be required to settle the obligation. NuVista’s provisions primarily consist of asset retirement obligations related to abandonment, dismantling, decommissioning, and site disturbance remediation activities. A
liability is recognized in the period when NuVista has a present legal or constructive obligation, and a reasonable estimate of the amount can be made. On a periodic basis, NuVista reviews these estimates, and any changes are applied prospectively.
An obligation is recognized for the estimated cost of abandonment and site restoration, determined by discounting the expected future cash
flows required to settle the obligation using a risk-free rate. A corresponding amount is capitalized as asset retirement costs within property, plant, and equipment.
The asset retirement costs are then depleted over the useful life of the underlying assets, and the liabilities are accreted upwards to their
estimated settlement value over time. The accretion expense is recognized in net earnings over the life of the asset. Changes in estimated future cash flows or discount rates are capitalized as part of the underlying assets. Actual costs incurred
when settling the obligations are charged against the liability.
Leases
A contract is considered a lease, or contains a lease, if it grants the right to control the use of a specified asset for a defined period in
exchange for consideration. Leases are recognized as a right-of-use asset and corresponding liability from the date the leased asset is available for use by NuVista. At
the commencement of the lease term, a lease liability is recognized based on the present value of the lease payments that are not paid at that date, discounted at NuVista’s incremental borrowing rate when the rate implicit in the lease is not
readily determinable. Each lease payment is allocated between the liability and lease interest expense. The lease interest expense is charged net earnings over the lease term so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period. A corresponding right-of-use asset is recognized at the amount of the lease liability. The right-of-use asset is depreciated on a straight-line basis over the term of the lease.
NuVista Energy Ltd.
2025 Annual Financial Statements | 13
Lease payments for short-term leases, defined as those with terms of less than twelve
months, or for leases involving low-value assets, are accounted for as expenses in net earnings and allocated on a straight-line basis over the lease term.
Financial instruments
The measurement categories for each class of NuVista’s financial assets and financial liabilities is as follows:
Financial Instrument
Measurement Category
Accounts receivable and other
Amortized cost
Prepaid expenses
Amortized cost
Financial derivative assets and liabilities
Fair value through profit and loss
Other receivable
Amortized cost
Accounts payable and accrued liabilities
Amortized cost
Lease liability
Amortized cost
Other liabilities
Amortized cost
Long-term debt
Amortized cost
Senior unsecured notes
Amortized cost
NuVista has entered into certain financial derivative contracts to manage its exposure to market risks
arising from fluctuations in commodity prices. These instruments are not used for trading or speculative purposes. Although NuVista considers all commodity contracts to be economic hedges, it has not designated its financial derivative contracts as
effective accounting hedges and has not applied hedge accounting. As a result, financial derivative contracts are classified as fair value through net earnings and are recorded on the consolidated statements of financial position at fair value.
Transaction costs are recognized in net earnings when incurred. Subsequent to initial recognition, financial derivative contracts are measured at fair value, and changes therein are recognized in net earnings.
NuVista accounts for its forward physical delivery sales contracts, which were entered into and are held for the receipt or delivery of non-financial items, in accordance with its expected purchase, sale, or usage requirements as executory contracts. Consequently, these contracts are not considered financial derivative contracts and are not recorded
at fair value on the statement of financial position. Realized gains or losses from natural gas and oil commodity physical delivery sales contracts are recognized in petroleum and natural gas revenue as the contracts are settled.
NuVista recognizes embedded derivatives when derivative features exist in a contract. Specifically, embedded derivatives are separated from the
underlying host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, if a separate instrument with the same terms as the embedded derivative would
meet the definition of a derivative, and if the combined instrument is not measured at fair value through net earnings. Changes in the fair value of separable embedded derivatives are recognized immediately in net earnings.
NuVista Energy Ltd.
2025 Annual Financial Statements | 14
Income taxes
NuVista’s income tax expense is comprised of current and deferred tax recognized in respect of its earnings which are anticipated under
the Income Tax Act (Canada). Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period.
Deferred income tax is recognized on temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and their corresponding tax values. Deferred income tax is measured using tax rates that are expected to apply when these temporary differences reverse, based on the laws that have been enacted or substantively enacted by the reporting
date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset them. Deferred income tax expense
is recognized in the statement of earnings, except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
4.
Future accounting pronouncements
In May 2024, the IASB issued amendments to IFRS 9 – Financial Instruments (“IFRS 9”) and IFRS 7 – Financial
Instruments: Disclosures (“IFRS 7”). The amendments clarify the accounting for the settlement of financial liabilities through electronic payment systems and provide additional guidance on assessing the contractual cash flow
characteristics of financial assets. The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with early adoption permitted. NuVista is currently assessing the impact of these amendments; however, they
are not expected to have a material effect on the Company’s financial statements.
The IASB also introduced IFRS 18 –
Presentation and Disclosure in Financial Statements (“IFRS 18”), which is effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted. IFRS 18 will replace IAS 1 and introduce new
requirements for the presentation and disclosure of information in the financial statements. The standard requires entities to present income and expenses in defined categories (operating, investing, financing, and income taxes) in the statement of
profit or loss, disclose specified subtotals, and provide enhanced disclosures regarding Management-Defined Performance Measures (“MPMs”). IFRS 18 also introduces additional guidance on the aggregation and disaggregation of information
to improve transparency and comparability. NuVista is currently evaluating the impact of IFRS 18 on its financial statements, including presentation and disclosure changes.
NuVista Energy Ltd.
2025 Annual Financial Statements | 15
5.
Other receivables
On July 14, 2025, NuVista entered into agreements with a third party relating to the construction of a compressor station and associated
infrastructure in its Gold Creek area, as well as a gas handling agreement. Under the terms of the agreements, NuVista incurs construction costs on behalf of the third party and is reimbursed on specified funding dates. On the initial funding date,
$46.1 million of previously incurred construction costs were reimbursed. Following the initial funding date, NuVista incurred an additional $59.1 million of construction costs. Of this amount, $15.1 million has been recorded in other
receivables as at December 31, 2025 (December 31, 2024—nil), pending reimbursement on the next scheduled funding date of February 27, 2026.
Subsequent to the disposition date of July 14, 2025, NuVista is acting as the principal in connection with the remaining construction of
the Gold Creek infrastructure. Accordingly, costs incurred and amounts reimbursed by the counterparty have been presented on a gross basis, resulting in the recognition of $59.1 million of construction revenue and a corresponding
$59.1 million of construction expense for the year ended December 31, 2025.
The infrastructure is expected to be operational in
the second quarter of 2026, at which time NuVista will recognize a right-of-use asset and corresponding lease liability with respect to committed processing capacity
under the gas handling agreement.
6.
Other assets
Other assets totaled $13.8 million at December 31, 2025 (December 31, 2024—$9.5 million), comprising $4.3 million of
long-lead inventory and $9.5 million of long-term prepaid expenditures. Long-lead inventory, held for future drilling, completion, and facility projects, is recorded at cost and transferred to property, plant and equipment or expensed as used,
and is reviewed for impairment if no longer required. Long-term prepaid expenditures represent future rights to third-party infrastructure and are expensed over the contract term once services begin.
7.
Exploration and evaluation assets
Note
2025
2024
Cost
Balance, January 1
$
29,790
$
27,754
Additions
7,296
6,284
Transfers to property, plant and equipment
8
(1,151
)
(4,248
)
Balance, end of year
$
35,935
$
29,790
NuVista Energy Ltd.
2025 Annual Financial Statements | 16
8.
Property, plant and equipment
Note
2025
2024
Cost
Balance, January 1
$
4,979,931
$
4,436,834
Additions
434,505
494,272
Capitalized share-based compensation
20
2,853
1,928
Change in asset retirement obligations
14
9,413
42,649
Transfers from exploration and evaluation assets
7
1,151
4,248
Balance, end of year
$
5,427,853
$
4,979,931
2025
2024
Accumulated depletion, depreciation and amortization
Balance, January 1
$
2,045,314
$
1,759,080
Depletion, depreciation and amortization
265,165
286,234
Balance, end of year
$
2,310,479
$
2,045,314
2025
2024
Carrying value
Balance, January 1
$
2,934,617
$
2,677,754
Balance, end of year
$
3,117,374
$
2,934,617
The calculation of depletion at December 31, 2025, includes estimated future development costs of
$2.9 billion associated with NuVista’s proved and probable reserves (December 31, 2024 - $3.3 billion). Depletion expense related to NuVista’s development and production assets was $249.7 million for the year ended
December 31, 2025 (December 31, 2024 - $271.1 million). Depreciation and amortization expense related to corporate assets, turnarounds and workovers was $15.4 million for the year ended December 31, 2025 (December 31, 2024 -
$15.2 million).
Impairment assessment
As at December 31, 2025 and December 31, 2024, there were no indicators of impairment identified within property, plant &
equipment, and an impairment test was not performed.
NuVista Energy Ltd.
2025 Annual Financial Statements | 17
9.
Right-of-use assets
Lease
Total
Office
Gas
Gathering
Gas
Processing
2025
2024
Cost
Balance, January 1
$
9,697
$
36,921
$
97,239
$
143,857
$
143,857
Additions
—
—
—
—
—
Balance, end of year
$
9,697
$
36,921
$
97,239
$
143,857
$
143,857
Accumulated depreciation
Balance, January 1
$
4,942
$
12,843
$
31,786
$
49,571
$
39,532
Depreciation
917
2,408
6,713
10,038
10,039
Balance, end of year
$
5,859
$
15,251
$
38,499
$
59,609
$
49,571
Carrying amount
Balance, January 1
$
4,755
$
24,078
$
65,453
$
94,286
$
104,325
Balance, end of year
$
3,838
$
21,670
$
58,740
$
84,248
$
94,286
10.
Long-term debt
Covenant-based credit facility
On May 8, 2025, NuVista amended and renewed its existing covenant-based credit facility (the “Credit Facility”) with a
syndicate of Canadian financial institutions. The amendments included an increase in the Credit Facility from $450 million to $550 million and an extension of the maturity date by one year to May 7, 2028. The amendments also included
updates to the applicable benchmark rates for borrowing and certain administrative changes. NuVista’s financial covenants remain unchanged.
The Credit Facility continues to have a three-year tenor and may be extended annually at NuVista’s request, subject to lender consent. It
is secured by a demand debenture and includes an expansion feature (the “accordion”), which allows the Company, subject to lender approval, to either increase the facility amount or add a term loan by up to $300 million at any time
during the term, either by increasing the commitments of existing lenders or by adding new lenders.
Borrowings under the Credit Facility
may be made through prime loans and CORRA loans or SOFR loans and U.S. base rate loans (for U.S. borrowings). These advances bear interest at the bank’s prime rate and/or at money market rates plus applicable margins. For the year ended
December 31, 2025, borrowing costs averaged 5.2% (December 31, 2024 - 7.1%).
Under the terms of the Credit Facility, NuVista is
subject to the following financial covenants (collectively, the “financial covenants”), which must be met at the end of each reporting period:
•
the Senior Debt to EBITDA(1) ratio will not exceed 3.0:1;
•
the Total Debt to EBITDA ratio will not exceed 3.5:1; and
•
the EBITDA to Interest Coverage Ratio will not be less than 3.5:1.
NuVista Energy Ltd.
2025 Annual Financial Statements | 18
At December 31, 2025, NuVista was in compliance with its financial covenants, the
details of which are as follows:
Financial Covenant
Reported
Threshold
Compliance
Senior debt to EBITDA ratio
0.09:1
Not exceed 3.0:1
Met
Total debt to EBITDA ratio
0.33:1
Not exceed 3.5:1
Met
EBITDA to interest expense ratio
19.15:1
Not be less than 3.5:1
Met
(1)
EBITDA is defined as net earnings before unrealized gains and losses on financial derivatives, plus interest,
taxes and depreciation, depletion and amortization, and where EBITDA and interest expense are calculated on a rolling 12-month basis. Total Debt is inclusive of outstanding financial letters of credit whereas
Senior Debt excludes the amount of the demand letter of credit facility. Interest Coverage Ratio is defined as EBITDA to Interest expense for the 12-months ending at the end of each reporting period.
As at December 31, 2025, NuVista had $64.0 million drawn on its credit facility (December 31, 2024
– $5.4 million) and no outstanding letters of credit (December 31, 2024 – nil). Outstanding letters of credit reduce the available borrowing capacity under the Credit Facility.
On June 30, 2025, NuVista, with the consent of its syndicate, increased its unsecured letter of credit facility under Export Development
Canada’s (“EDC”) Account Performance Security Guarantee (“APSG”) program from Cdn$30 million to US$50 million. As at December 31, 2025, NuVista had outstanding letters of credit associated with the APSG
of Cdn$16.4 million (December 31, 2024—Cdn$15.6 million), leaving approximately US$38.1 million of credit available on this letter of credit facility.
Upon the closing of the Transaction on February 3, 2026, all amounts outstanding under the Credit Facility were repaid in full, all
related obligations were discharged, and the Credit Facility was terminated. The EDC APSG program was concurrently terminated at closing. See Note 26, “Subsequent event,” for additional details.
11.
Senior unsecured notes
2025
2024
Principal amount of senior unsecured notes
$
165,393
$
165,393
Debt issue cost
(1,274
)
(2,135
)
Senior unsecured notes (1)
$
164,119
$
163,258
(1)
Represents the carrying value of senior unsecured notes.
On July 23, 2021, NuVista issued $230.0 million of senior unsecured notes maturing on July 23, 2026 (the “2026
Notes”) and bearing interest at a fixed rate of 7.875%, payable semi-annually in arrears. The 2026 Notes were issued at $989.89 per $1,000 principal amount and are fully and unconditionally guaranteed on a senior unsecured basis with respect
to the payment of principal and interest. The terms of the 2026 Notes do not include any financial covenants.
Since issuance, NuVista has
redeemed an aggregate principal amount of $64.6 million of the 2026 Notes. As the remaining $164.1 million aggregate principal matures within 12 months of the reporting date, such amount has been reclassified from non-current to current liabilities.
In conjunction with the closing of the Transaction on
February 3, 2026, the remaining 2026 Notes were redeemed. Refer to Note 26, “Subsequent event,” for additional details.
NuVista Energy Ltd.
2025 Annual Financial Statements | 19
12.
Other liabilities
During the year ended December 31, 2023, NuVista, together with its joint venture partners, completed the construction of a cogeneration
unit at the Wembley Gas Plant, which it operates. As part of its majority working interest, NuVista partnered with five Indigenous Nations, who collectively invested $20 million in support of this emissions reduction project. In return, the
Indigenous Nations are entitled to defined contractual cash flows, which represent a financial obligation for NuVista. Consequently, NuVista recognized an initial liability of $20 million within Other Liabilities.
As at December 31, 2025, the carrying value of the liability was $17.3 million (December 31, 2024 - $18.6 million), with
$2.7 million classified as a current liability and $14.6 million as a long-term liability. Changes in carrying value reflect accretion of interest and cash settlements made during the period.
13.
Lease liabilities
NuVista has the following future commitments associated with its lease obligations relating to office, gas gathering, and gas processing
leases:
2025
2024
Balance, January 1
$
119,462
$
125,961
Lease interest expense
13,363
14,145
Payment of leases
(20,804
)
(20,644
)
Balance, end of year
$
112,021
$
119,462
Consisting of:
Current portion of lease liabilities
$
8,335
$
7,441
Non-current portion of lease liabilities
$
103,686
$
112,021
The following table details the undiscounted cash outflows and contractual maturities relating to
NuVista’s lease liabilities:
2025
2024
Less than 1 year
$
20,817
$
20,805
1-3 years
62,597
62,684
4-5 years
39,495
40,479
After 5 years
54,909
74,655
Total undiscounted future lease payments
$
177,818
$
198,623
Amounts representing lease interest expense over the term of the leases
(65,797
)
(79,161
)
Present value of net lease payments
$
112,021
$
119,462
14.
Asset retirement obligations
NuVista’s asset retirement obligations are based on estimated costs for reclaiming and abandoning its ownership interests in oil and
natural gas assets, including well sites, gathering systems, and processing facilities. As of December 31, 2025, NuVista estimated the total undiscounted, uninflated cash flows required to settle these obligations to be $172.0 million
(December 31, 2024 – $155.9 million), with approximately 47% expected to be settled within the next 10 years. During the year ended December 31, 2025, NuVista incurred a change in estimate of $12.0 million which largely
related to revised liability cost estimates for well abandonments in certain non-core areas.
NuVista Energy Ltd.
2025 Annual Financial Statements | 20
The following table reconciles NuVista’s provision for asset retirement obligations:
2025
2024
Balance, January 1
$
122,414
$
88,114
Accretion expense
4,833
3,680
Liabilities incurred
5,171
4,780
Change in estimates
11,990
39,781
Change in discount rate (1)
(7,748
)
(1,912
)
Liabilities settled
(9,925
)
(12,029
)
Balance, end of year
$
126,735
$
122,414
Consisting of:
Current portion of asset retirement obligations
$
10,000
$
9,800
Non-current portion of asset retirement
obligations
$
116,735
$
112,614
(1)
A long-term risk-free bond rate of 3.9% (December 31, 2024 – 3.3%) and an inflation rate of 2.0%
(December 31, 2024 – 1.8%) were used to calculate the net present value of the asset retirement obligations. The inflation rate was determined as the difference between the long-term risk-free rate bond rate of 3.9% (December 31,
2024 - 3.3%) and the real rate of interest of 1.9% (December 31, 2024 - 1.5%).
15.
Income taxes
The table below reconciles NuVista’s income tax expense, as calculated using the combined Canadian federal and provincial corporate tax
rate of 23.0% (December 31, 2024 – 23.0%), which includes both current and deferred tax impacts.
2025
2024
Income before tax
$
390,820
$
397,177
Expected tax rate (1)
23.00
%
23.00
%
Expected income tax expense
89,889
91,351
Non-deductible expenses
170
155
Non-deductible share-based expense
696
558
Other
1,110
(605
)
Total income tax expense
$
91,865
$
91,459
Consisting of:
Current income tax expense (2)
$
59,246
$
4,699
Deferred income tax expense
$
32,619
$
86,760
(1)
The statutory rate consists of the combined statutory rates for NuVista.
(2)
Current taxes payable are included in accounts payable and accrued liabilities.
NuVista Energy Ltd.
2025 Annual Financial Statements | 21
The following table presents the significant components of NuVista’s deferred income
tax liability:
2025
2024
Deferred tax liability
Oil and natural gas properties
$
500,103
$
465,467
Financial derivative contracts
45,569
46,944
Senior unsecured notes
—
106
545,672
512,517
Deferred tax assets
Asset retirement obligations
(54,914
)
(55,632
)
Share issue costs
(128
)
(358
)
Other
(10,752
)
(12,589
)
(65,794
)
(68,579
)
Net deferred tax liability
$
479,878
$
443,938
A continuity of NuVista’s deferred tax liability is detailed in the following tables:
Assets (liability)
Balance January 1,
2025
Recognized in profit
or loss
Recognized in equity
Balance
December 31, 2025
Oil and natural gas properties
$
(465,467
)
$
(34,636
)
$
—
$
(500,103
)
Asset retirement obligations
55,631
(717
)
—
54,914
Share issue costs
358
(230
)
—
128
Senior unsecured notes
(106
)
106
—
—
Financial derivative contracts
(46,944
)
1,375
—
(45,569
)
Other
12,590
1,484
(3,322
)
10,752
Total
$
(443,938
)
$
(32,618
)
$
(3,322
)
$
(479,878
)
Assets (liability)
Balance
Recognized in profit
or loss
Recognized in equity
Balance
December 31, 2024
Oil and natural gas properties
$
(429,859
)
$
(35,608
)
$
—
$
(465,467
)
Asset retirement obligations
49,237
6,394
—
55,631
Share issue costs
593
(235
)
—
358
Senior unsecured notes
(351
)
245
—
(106
)
Financial derivative contracts
(12,426
)
(34,518
)
—
(46,944
)
Non-capital losses
14,153
(14,153
)
—
—
Other
17,950
(8,885
)
3,525
12,590
Total
$
(360,703
)
$
(86,760
)
$
3,525
$
(443,938
)
A summary of the NuVista’s estimated tax pools is as follows:
2025
2024
Canadian development expense
639,000
598,000
Canadian oil and natural gas property expense
165,000
176,000
Undepreciated capital cost
230,000
230,000
Other
1,000
2,000
Total federal tax pools (1)
$
1,035,000
$
1,006,000
(1)
Additionally, NuVista has Alberta tax pools totalling $15 million (December 31, 2024 – $14
million).
NuVista Energy Ltd.
2025 Annual Financial Statements | 22
16.
Share capital
2025
2024
Number
Amount
Number
Amount
Balance, January 1
203,701,229
$
1,091,990
207,584,197
$
1,111,750
Issued for cash on exercise of stock options
—
5,614
—
1,401
Contributed surplus transferred on exercise of stock options
1,095,741
2,755
953,112
1,655
Conversion of restricted share awards
192,591
2,275
175,031
2,898
Conversion of performance share awards
422,647
5,249
931,389
5,559
Conversion of director share units
93,152
1,219
—
—
Repurchase of shares for cancellation
(12,198,400
)
(64,744
)
(5,942,500
)
(31,273
)
Balance, end of year
193,306,960
$
1,044,358
203,701,229
$
1,091,990
Normal course issuer bid
In the second quarter of 2025, NuVista received TSX approval to continue its NCIB, authorizing the purchase of up to 16,398,617 outstanding
common shares. The program commenced on June 23, 2025, and will expire on the earlier of June 22, 2026, or upon completion of the authorized repurchases. NuVista’s prior NCIB, which authorized the purchase of 14,234,451 common
shares, expired on June 19, 2024, with 11,234,200 shares repurchased and cancelled.
During the year ended December 31, 2025,
NuVista repurchased and cancelled 12,198,400 common shares under its NCIB programs, at an average price of $13.84 per common share, for a total repurchase cost of $168.8 million, including $2.8 million of share buyback tax. The total cost
of $168.8 million exceeded the average carrying value of the shares repurchased of $64.7 million, with the difference of $104.0 million recorded to retained earnings.
17.
Earnings per share
The following table summarizes the weighted average common shares used in calculating net earnings per share:
(thousands of shares)
2025
2024
Weighted average common shares outstanding
Basic
197,968
206,020
Diluted (1)
199,553
208,902
(1)
For the year ended December 31, 2025, 954,559 options and nil share awards (December 31, 2024 -
1,456,841 options and 440,483 share awards) were excluded from the diluted weighted average common share calculation as they were anti-dilutive.
18.
Petroleum and natural gas revenues
NuVista produces natural gas, condensate, and NGLs from its assets in the Montney area of Alberta. The company sells its production through
fixed-price or variable-price physical delivery contracts. For variable-price contracts, the transaction price is based on a benchmark commodity price, adjusted for quality, location, or other factors. Each component of the pricing formula may be
fixed or variable, depending on the contract terms.
Under its contracts with customers, NuVista is obligated to deliver volumes of natural
gas, condensate and NGLs to specified locations, where control over the delivered volumes is transferred to the customer. In cases where a third-party marketer takes title of NuVista’s product but uses NuVista’s pipeline contract for
delivery to the end customer, a portion of the natural gas revenue is recognized as natural gas transportation revenue.
NuVista Energy Ltd.
2025 Annual Financial Statements | 23
The following table summarizes petroleum and natural gas revenue by product:
2025
2024
Natural gas revenue (1)
$
394,367
$
279,478
Condensate revenue
746,623
857,625
NGL revenue (2)
119,683
78,131
Total petroleum and natural gas revenue
$
1,260,673
$
1,215,234
(1)
Natural gas revenue includes transportation revenue of $38.2 million and $36.5 million, for the years
ended December 31, 2025 and 2024, respectively.
(2)
Includes butane, propane, ethane and sulphur revenue. Sulphur revenue totaled $51.1 million for the year
ended December 31, 2025 compared to a loss of $66,000 for the year ended December 31, 2024.
Included in
accounts receivable at December 31, 2025 was $116.5 million (December 31, 2024 - $97.1 million) of accrued petroleum and natural gas revenue related to deliveries for periods prior to the reporting date. There were no significant
adjustments for prior period accrued petroleum and natural gas revenue reflected in the current period.
19.
Capital management
NuVista manages its capital structure with the goal of maintaining flexibility to respond to changing economic conditions, commodity prices,
and the risk profiles of its assets. NuVista has the ability to adjust its capital structure through various means, including issuing new shares and debt, repurchasing shares or debt, or changing capital expenditures relative to adjusted funds flow.
NuVista has established a long-term net debt target of less than 1.0 times adjusted funds flow, annualized for the current quarter, in a
stress test price environment of US$45.00/Bbl WTI and US$2.00/MMBtu NYMEX. While the actual ratio may fluctuate on a quarterly basis due to factors such as facility outages, commodity price changes, capital expenditures, and the timing of
acquisitions and dispositions, NuVista actively monitors these variables to manage its capital structure effectively. As of December 31, 2025, NuVista’s net debt was 0.4 times its annualized fourth quarter adjusted funds flow
(December 31, 2024 - 0.4 times). This ratio represents the number of years it would take to pay off net debt if no additional capital expenditures were made and adjusted funds flow remained consistent.
20.
Share-based compensation
Stock options
NuVista has
established a Stock Option plan under which officers and employees are eligible to receive options to purchase common shares. The options granted under this plan vest at a rate of one-third per year and expire
2.5 years after the vesting date. The maximum number of common shares reserved for issuance under the Stock Option plan is 12,945,000 of which 4,358,815 remain to be issued at December 31, 2025.
NuVista Energy Ltd.
2025 Annual Financial Statements | 24
The following continuity table summarizes the stock option activity:
2025
2024
Number of
options
Weighted
average
exercise price
Number of
options
Weighted
average
exercise price
Balance, January 1
2,811,741
$
8.15
3,415,160
$
5.27
Granted
332,520
13.88
662,831
12.74
Exercised - issuance of shares from treasury
(1,095,741
)
5.69
(953,112
)
2.60
Exercised - cash (1)
(628,556
)
—
(285,829
)
2.60
Forfeited
(10,778
)
12.48
(26,639
)
10.71
Expired
(11,204
)
13.12
(670
)
13.77
Balance, end of year
1,397,982
$
12.47
2,811,741
$
8.15
(1)
In 2025, represents stock options that were cash-settled due to restrictions under Lock-up Agreements entered into in connection with the Arrangement Agreement, refer to Note 26, “Subsequent event”. In 2024, pertains to the cash settlement of applicable withholding taxes.
The following table summarizes stock options outstanding and exercisable at December 31, 2025:
Options outstanding
Options exercisable
Range of exercise price
Number of
options
outstanding
Weighted
average
remaining
contractual
life
Weighted
average
exercise price
Number of
options
exercisable
Weighted
average
exercise price
$0.84 to $1.99
16,910
0.4
$
0.84
16,910
$
0.84
$2.00 to $3.99
19,622
0.9
2.62
19,622
2.62
$6.00 to $7.99
34,527
0.9
7.28
34,527
7.28
$10.00 to $11.99
195,306
1.9
11.31
115,305
11.41
$12.00 to $13.92
1,131,617
3.1
13.17
279,357
13.06
$0.84 to $13.92
1,397,982
2.9
$
12.47
465,721
$
11.34
NuVista uses the fair value-based method to determine share-based compensation costs. The fair value of each
option granted during the year was estimated on the date of grant using the Black-Scholes option pricing model.
The weighted average fair
value and weighted average assumptions used to fair value the options granted in in the year are as follows:
2025
2024
Risk-free interest rate (%)
2.90
3.40
Expected volatility (%)
47
51
Expected life (years)
4.5
4.4
Forfeiture rate (%) (1)
—
9.03
Fair value at grant date ($ per option)
5.81
5.72
(1)
As at December 31, 2025, management revised its estimate of the number of outstanding share options
expected to vest, resulting in a nil forfeiture rate, related to the Transaction described in Note 26, “Subsequent event”.
Share award incentive plan
NuVista has a Share Award Incentive plan for certain directors, officers, employees and consultants consisting of Restricted Share Awards
(“RSA”) and Performance Share Awards (“PSA”). The maximum number of common shares reserved for issuance under the Share Award Incentive Plan is 14,350,000 of which 3,917,584 remain to be issued at December 31, 2025.
NuVista Energy Ltd.
2025 Annual Financial Statements | 25
Restricted share awards
NuVista has a RSA plan for its officers and employees, entitling the holder to receive one common share for each RSA granted upon
vesting. RSA grants may vest within three years from the date of grant. To date, all RSA grants have had a two-year vesting period.
The fair value of RSAs is determined based on the weighted average trading price of the five days preceding the grant date. This fair value is
recognized as share-based compensation expense over the vesting period, with a corresponding increase to contributed surplus. The compensation expense is adjusted by an estimated forfeiture rate, which is determined at the grant date and
updated periodically. Upon vesting of the RSAs and settlement in common shares, the previously recognized value in contributed surplus is transferred to share capital.
The following table summarizes the change in the number of RSAs:
2025
2024
Balance, January 1
538,268
488,392
Settled - issuance of shares from treasury
(192,591
)
(175,031
)
Settled - cash (1)
(56,200
)
(52,446
)
Granted
134,622
297,044
Forfeited
(6,507
)
(19,691
)
Balance, end of year
417,592
538,268
(1)
In 2025, represents RSAs that were cash-settled due to restrictions under
Lock-up Agreements entered into in connection with the Arrangement Agreement, refer to Note 26, “Subsequent event”. In 2024, pertains to the cash settlement of applicable withholding taxes.
Performance share awards
NuVista has a PSA plan for its officers and employees. Each PSA entitles the holder to receive the number of common shares specified in the
performance award, multiplied by a payout multiplier ranging from 0 to 2.0x. The payout multiplier for performance-based awards is determined by NuVista’s Board of Directors, based on an assessment of the Company’s achievement of
predefined corporate performance measures for the applicable period. PSA grants vest three years from the date of grant.
The fair value of
PSAs is determined based on the weighted average trading price of the five days preceding the grant date. This fair value is recognized as share-based compensation expense over the vesting period, with a corresponding increase to contributed
surplus. The amount of the compensation expense is adjusted for an estimated forfeiture rate, determined at the date of the grant and updated periodically. Upon vesting of the PSAs and settlement in common shares, the previously recognized
value in contributed surplus is transferred to share capital.
The following table summarizes the change in the number of PSAs:
2025
2024
Balance, January 1
1,314,076
1,755,372
Settled - issuance of shares from treasury
(422,647
)
(931,389
)
Settled - cash (1)
(130,527
)
(494,509
)
Granted
216,817
527,828
Forfeited
(19,435
)
(84,994
)
Performance adjustment (2)
154,632
541,768
Balance, end of year
1,112,916
1,314,076
(1)
In 2025, represents PSAs that were cash-settled due to restrictions under
Lock-up Agreements entered into in connection with the Arrangement Agreement, refer to Note 26, “Subsequent event”. In 2024, pertains to the cash settlement of applicable withholding taxes.
(2)
Awards granted on the vest date due to a performance factor of 1.46x for the year ended December 31, 2025
(December 31, 2024 - 1.56x).
NuVista Energy Ltd.
2025 Annual Financial Statements | 26
Cash award incentive plan
NuVista has a Cash Award Incentive Plan that includes Director Deferred Share Units (“DSU”) for
non-management directors and Restricted Stock Units (“RSU”) for non-management directors, officers, and employees.
Director deferred share units
NuVista’s DSU plan provides compensation to non-management directors. Each DSU entitles the
holder to receive cash equal to the trading price of the equivalent number of common shares of the NuVista. All DSUs granted vest and become payable upon the director’s retirement. The compensation expense is calculated using the fair value
method, based on the trading price of the NuVista’s common shares at the end of each reporting period.
The following table
summarizes the change in the number of DSUs:
2025
2024
Balance, January 1
1,129,643
1,034,614
Settled - issuance of shares from treasury
(1)
(93,152
)
—
Settled - cash
(140,380
)
—
Granted
43,654
95,029
Balance, end of year
939,765
1,129,643
(1)
During the year ended December 31, 2025, NuVista elected to settle vested DSUs totaling 93,152 through the
issuance of common shares.
The following table summarizes the change in compensation liability relating to DSUs:
2025
2024
Balance, January 1
$
15,612
$
11,422
Change in accrued compensation liabilities
5,214
4,190
Settled - issuance of shares from treasury
$
(1,219
)
$
—
Settled - cash
$
(2,579
)
$
—
Balance, end of year
$
17,028
$
15,612
The compensation liability was calculated using NuVista’s closing share price at December 31, 2025
and December 31, 2024, of $18.12 and $13.82, respectively, and is recorded within the current portion of other liabilities on the Statement of Financial Position.
Restricted share units
NuVista’s RSU plan provides compensation to non-management directors, officers and employees.
Each RSU entitles the holder to receive cash equal to the trading price of the equivalent number of common shares of NuVista. The vesting arrangement of RSU’s is at the discretion of NuVista Board of Directors, although each RSU will typically
vest and become payable within two years from the date of grant.
NuVista Energy Ltd.
2025 Annual Financial Statements | 27
The following table summarizes the change in the number of RSUs:
2025
2024
Balance, January 1
19,416
8,236
Settled - cash
(8,236
)
—
Granted
7,023
11,180
Balance, end of year
18,203
19,416
The following table summarizes the change in compensation liability relating to RSUs:
2025
2024
Balance, January 1
$
107
$
18
Change in accrued compensation liabilities
208
89
Settled - cash
(138
)
—
Balance, end of year
$
177
$
107
Current portion of compensation liabilities
$
138
$
79
Non-current portion of compensation
liabilities
$
39
$
28
Share-based compensation expense
The following table summarizes the total share-based compensation expense relating to stock options, RSAs, PSAs, DSUs and RSUs:
2025
2024
Stock options
$
3,025
$
2,425
Restricted share awards
2,837
2,634
Performance share awards
9,943
4,783
Non-cash share-based compensation expense
15,805
9,842
Director deferred share units
5,214
4,190
Restricted share units
208
89
Cash share-based compensation expense
5,422
4,279
Total share-based compensation expense
$
21,227
$
14,121
The following table summarizes the capitalized share-based compensation relating to stock options, RSAs and
PSAs:
2025
2024
Capitalized stock options
$
536
$
489
Capitalized restricted share awards
499
486
Capitalized performance share awards
1,818
953
Capitalized share-based compensation
$
2,853
$
1,928
Capitalized share-based compensation is attributable to personnel involved with the exploration and
development of the NuVista’s capital projects.
NuVista Energy Ltd.
2025 Annual Financial Statements | 28
In connection with the closing of the Transaction on February 3, 2026, and upon the
Arrangement becoming effective, all outstanding NuVista incentive awards, including PSAs, RSAs, RSUs, DSUs and Options (collectively, the “NuVista Incentives”), were accelerated and vested.
RSAs and PSAs held by employees and directors vested on the Effective Date and were settled in cash based on the applicable payout multiplier
and the Settlement Price, less applicable taxes, and were terminated in accordance with the NuVista Share Award Plan. RSUs and DSUs were similarly vested and settled in cash based on the Settlement Price, less applicable taxes, and were terminated
in accordance with the NuVista Cash Award Plan.
All outstanding Options held by current and certain former employees and directors vested
on the Effective Date. NuVista obtained surrender agreements from holders pursuant to which the Options were cancelled in exchange for a cash payment equal to the excess, if any, of the Settlement Price over the applicable exercise price, less
applicable taxes.
Refer to Note 26, “Subsequent event” for additional details.
21.
Risk management
In the normal course of business, NuVista is exposed to various financial risks arising from its exploration, development, production, and
financing activities, including:
•
credit risk;
•
liquidity risk; and
•
market risk.
NuVista’s Board of Directors oversees the establishment and execution of the Company’s risk management framework, while management
is responsible for implementing and ensuring compliance with risk management policies. These policies are designed to identify and assess key risks, establish appropriate risk limits and controls, and monitor risk exposure in alignment with market
conditions and the Company’s operations.
Credit risk
Credit risk is the risk of financial loss to NuVista if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. This risk primarily arises from joint operations partners, oil and natural gas marketers, and financial intermediaries. Most of NuVista’s accounts receivable are with oil and natural gas marketers and joint operations partners and
subject to standard industry credit risks. NuVista mitigates its credit risk by contracting with financially stable counterparties that have strong credit ratings and by regularly monitoring its exposure to individual counterparties.
The following table presents NuVista’s disaggregated accounts receivable balance:
2025
2024
Production revenues
$
116,547
$
97,139
Joint interest and other
26,417
20,746
Accounts receivable
$
142,964
$
117,885
NuVista Energy Ltd.
2025 Annual Financial Statements | 29
The majority of NuVista credit exposure on accounts receivable at December 31, 2025
pertains to accrued sales revenue for December 2025 production volumes. Receivables from oil and natural gas marketers are normally collected on the 25th of the month following production. Receivables with joint operations partners are typically
collected within one to three months of the joint operations invoice being issued to the partner. As at December 31, 2025, NuVista’s receivables consisted of $116.5 million from oil and natural gas marketers of which all has been
subsequently collected and $26.4 million from joint operations partners and other receivables of which $9.3 million has been subsequently collected. NuVista does have any past due accounts receivable that it has determined to be
uncollectible.
Liquidity risk
Liquidity risk is the risk that NuVista may be unable to meet its financial obligations as they become due. NuVista actively manages its
liquidity through continuously monitoring cash flows from operating, financings, and investing activities, as well as reviewing and adjusting its capital expenditures program as necessary.
To ensure sufficient liquidity under both normal and adverse conditions, NuVista maintains a revolving credit facility with adequate capacity,
manages the maturity profiles of financial assets and liabilities, and aligns its payment cycles with revenue collection where possible. Additionally, NuVista oversees its commodity price risk management program to help mitigate cash flow
volatility. These measures enable NuVista to meet both short-term and long-term financial obligations while maintaining financial flexibility.
The timing of cash flows relating to financial liabilities as at December 31, 2025 is as follows:
Total
1 year
2 to 3
years
4 to 5
years
Beyond
5 years
Accounts payable and accrued liabilities
$
180,160
$
180,160
$
—
$
—
$
—
Senior unsecured notes (1)
164,119
164,119
—
—
—
Long-term debt (2)
64,012
64,012
—
—
—
Lease liabilities
112,021
8,335
31,620
25,409
46,657
Other liabilities
35,172
19,826
5,559
5,520
4,267
Total financial liabilities
$
555,484
$
436,452
$
37,179
$
30,929
$
50,924
(1)
In conjunction with closing of the Transaction on February 3, 2026, the remaining 2026 Notes were
redeemed. Refer to Note 26, “Subsequent event,” for additional details.
(2)
NuVista’s Credit Facility is a revolving facility with a three-year term and a current maturity date of
May 7, 2028. Upon the closing of the Transaction on February 3, 2026, all amounts outstanding under the Credit Facility were repaid in full, all related obligations were discharged, and the Credit Facility was terminated. Refer to Note 26,
“Subsequent event,” for additional details.
Market risk refers to the potential fluctuation in the fair
value or future cash flows of a financial instrument due to changes in commodity price risk, currency risk, and interest rate risk. NuVista is involved in oil and natural gas exploration, development and production activities in Canada, resulting in
significant exposure to commodity price risk. To mitigate this, NuVista has implemented a disciplined commodity price risk management program as part of its overall financial management strategy. Although, NuVista considers these transactions to be
economic hedges, it does not designate them as hedges for accounting purposes.
NuVista Energy Ltd.
2025 Annual Financial Statements | 30
i. Commodity price risk
Commodity price risk refers to the potential fluctuation in the fair value of future cash flows due to changes in commodity prices. Significant
shifts in commodity prices can materially affect NuVista’s financial performance, operating results, and financial position. These price changes are influenced not only by the domestic supply and demand of crude oil and natural gas in Canada
and the United States, but also by global events that affect worldwide supply and demand levels. NuVista is exposed to commodity price risk as prices for its natural gas, natural gas liquids, and condensate fluctuate due to various local and global
factors, including supply and demand, inventory levels, weather patterns, pipeline transportation constraints, political stability, and economic factors.
To manage this risk, NuVista employs a disciplined commodity price risk management program as part of its overall financial risk management
strategy. This program aims to reduce volatility in financial results and stabilize adjusted funds flow against unpredictable commodity prices. NuVista manages commodity price risk through the use of various financial derivative and physical
delivery sales contracts. Financial derivative contracts are considered financial instruments, while physical delivery sales contracts are excluded from the definition of financial instruments, as they consist of executory contracts. NuVista uses
these instruments to manage petroleum and natural gas commodity price risk. The Board of Directors has authorized the use of fixed price, put option, and costless collar contracts (“Fixed Price Contracts”) and approved the terms of the
commodity price risk management program as follows:
(% of net forecast after royalty production)
First 18 month forward
period
Following 18 month
forward period
Following 24 month
forward period
Natural Gas Fixed Price Contracts
up to 70
%
up to 60
%
up to 50
%
Crude Oil Fixed Price Contracts
up to 70
%
up to 60
%
up to 30
%
The Board of Directors has set limits for entering into natural gas basis differential contracts, which are
the lesser of 70% of forecast natural gas production, net of royalties, or the volumes required to bring the combined natural gas basis differential contracts and natural gas fixed price contracts to 100% of forecast natural gas production, net of
royalties. These contracts are limited to a term of no more than 7 years from the date any such swap is entered into.
Financial
derivative contracts
At December 31, 2025, NuVista had the following financial derivative contracts in place to manage
commodity price risk:
WTI fixed price swap
WTI 3 way collar
WTI collar
Term (1)
Bbls/d
Cdn$/Bbl
Bbls/d
Cdn$/Bbl
Cdn$/Bbl
Cdn$/Bbl
Cdn$/Bbl
Cdn$/Bbl
Cdn$/Bbl
2026
4,000
87.41
1,000
77.00
88.00
94.75
1,000
80.00
96.30
(1)
Table presented as weighted average volumes and prices.
AECO-NYMEX basis swap
Term (1)
MMBtu/d
US$/MMBtu
2026
187,500
(0.92
)
2027
140,000
(0.91
)
2028
120,000
(1.04
)
2029
47,500
(1.11
)
2030
70,000
(1.08
)
2031
25,000
(1.23
)
(1)
Table presented as weighted average volumes and prices.
NuVista Energy Ltd.
2025 Annual Financial Statements | 31
NYMEX fixed price swap
NYMEX collars
Term
(1)
Mmbtu/d
US$/Mmbtu
Mmbtu/d
US$/Mmbtu
US$/Mmbtu
2026
20,000
4.07
95,000
3.75
5.27
2027
—
—
15,000
3.50
4.72
(1)
Table presented as weighted average volumes and prices.
AECO fixed price swap
AECO collars
Term
(1)
GJ/d
Cdn$/GJ
GJ/d
Cdn$/GJ
Cdn$/GJ
2026
27,260
2.90
5,863
2.40
3.05
2027
11,726
2.60
8,384
2.50
3.35
(1)
Table presented as weighted average volumes and prices.
The following table summarizes the impact of commodity price fluctuations on net earnings, resulting from changes in the fair value of
financial derivative contracts in place at December 31, 2025. Due to the non-linear relationship between assumption changes and fair value fluctuations, changes in fair value typically cannot be
extrapolated.
CDN $
2025
2024
Increase in $ WTI – oil $10/Bbl
$
(25,519
)
$
(11,085
)
Decrease in $ WTI – oil $10/Bbl
$
25,135
$
11,138
Increase in $ AECO – gas $0.50/GJ
$
(18,020
)
$
(81,544
)
Decrease in $ AECO – gas $0.50/GJ
$
17,125
$
80,615
Embedded derivative
NuVista has a long-term natural gas supply agreement to deliver 21,000 MMBtu/d of LNG for a term of up to thirteen years, commencing
January 1, 2027. Under the agreement, natural gas will be delivered at the NOVA Inventory Transfer Point (“NIT”), with pricing based on the Japan Korea Marker (“JKM”) index, net of transportation and liquefaction costs.
The agreement contains an embedded derivative, for which the NuVista recognizes unrealized gains or losses based on changes in forward JKM and AECO 7A monthly index price forecasts. Realized gains or losses will be recognized upon commencement of
physical deliveries, expected in January 2027.
As at December 31, 2025, NuVista recorded an embedded derivative liability of
$19.6 million (December 31, 2024 - $0.1 million liability) related to the JKM natural gas supply agreement and an associated unrealized loss of $19.5 million (December 31, 2024 - $0.1 million unrealized loss). The
embedded derivative is measured at fair value using a Level 2 valuation methodology, estimated through an internally developed model that incorporates observable market inputs and assumptions that can be reasonably substantiated by available
market information, including forecasted JKM prices.
ii. Currency risk
Currency risk refers to the potential fluctuation in the fair value of a financial instrument due to changes in foreign exchange rates.
NuVista’s financial instruments are indirectly exposed to currency risk, as the prices of petroleum and natural gas in Canada are influenced by changes in the exchange rate between the Canadian dollar and the US dollar. Additionally, NuVista
has US dollar-denominated receivables and payables, with future cash payments directly impacted by the exchange rate in effect at the time of payment.
NuVista Energy Ltd.
2025 Annual Financial Statements | 32
iii.
Interest rate risk
Interest rate risk refers to the potential fluctuation in the fair value or future cash flows of a financial instrument due to changes in
market interest rates. NuVista is exposed to interest rate fluctuations on its Credit Facility, which carries a floating interest rate. To manage this risk, NuVista maintains a mix of fixed and variable interest rates on its debt, including its 2026
Notes and Credit Facility. NuVista had no interest rate swap or financial contracts in place as at or during the year ended December 31, 2025.
At December 31, 2025, NuVista had $64.0 million drawn on its bank credit facility (December 31, 2024 - $5.4 million).
Fair value of financial instruments
NuVista’s financial instruments recognized on the statement of financial position consist of accounts receivable, financial derivative
contracts, accounts payable and accrued liabilities, compensation liability, lease liabilities, and long-term debt. The carrying value of the long-term debt approximates its fair value as it bears interest at market rates. Except for financial
derivative contracts and compensation liability, which are recorded at fair value, the carrying values of other financial instruments reflect their current fair value, given their short-term maturities. The estimated fair values of recognized
financial instruments have been determined based on quoted market prices when available, or through third-party models and valuation methodologies utilizing observable market data.
NuVista classifies fair value measurements according to the following hierarchy based on the amount of observable inputs used to value the
instrument.
•
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the
reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
•
Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1.
Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially
observed or corroborated in the marketplace.
•
Level 3 – Valuations in this level are those with inputs for the asset or liability that are not based
on observable market data.
NuVista’s financial commodity derivative contracts and embedded derivative contracts
are classified as Level 2 fair value measurements. The Company does not have any recurring fair value measurements classified as Level 3. Fair values are determined using third-party valuation models and methodologies, as well as
internally developed models that incorporate observable market data and inputs that can be corroborated by market information. The determination of the significance of individual inputs to the fair value measurement requires judgment and may affect
the classification within the fair value hierarchy.
NuVista Energy Ltd.
2025 Annual Financial Statements | 33
Risk management contracts
The following provides a summary of the unrealized gains and losses on financial instruments for the years ended December 31, 2025 and
2024:
2025
2024
Unrealized gain on financial instruments - commodity contacts
$
13,527
$
150,212
Unrealized loss on financial instruments - embedded derivative
(19,504
)
(135
)
Total unrealized gain (loss) on financial instruments
$
(5,977
)
$
150,077
The following is a summary of the fair value of financial instruments as at December 31, 2025 and 2024:
Financial
derivative
contracts
Natural gas
embedded
derivative
2025
Total
2024
Total
Current asset
$
123,594
$
—
$
123,594
$
65,538
Long term asset (liability)
94,173
(19,640
)
74,533
138,566
Total fair value of financial instruments
$
217,767
$
(19,640
)
$
198,127
$
204,104
22.
Financing costs
Note
2025
2024
Interest on long-term debt
$
9,007
$
7,914
Interest on senior unsecured notes
14,000
14,283
Interest expense
23,007
22,197
Lease interest expense
13,364
14,145
Accretion expense
14
4,833
3,680
Total financing costs
$
41,204
$
40,022
23.
Commitments
The following is a summary of the NuVista’s commitments as at December 31, 2025:
Total
2026
2027
2028
2029
2030
Thereafter
Transportation (1)
$
1,086,222
$
161,275
$
164,841
$
141,625
$
127,623
$
102,363
$
388,495
Processing (1) (2)
1,975,647
168,763
179,091
180,371
177,956
182,859
1,086,607
Drilling (3)
6,117
3,831
2,286
—
—
—
—
Other (4)
1,517
117
117
117
117
117
932
Total commitments (5)
$
3,069,503
$
333,986
$
346,335
$
322,113
$
305,696
$
285,339
$
1,476,034
(1)
Certain of the transportation and processing commitments are secured by outstanding letters of credit totaling
$15.8 million at December 31, 2025 (December 31, 2024 - $14.8 million).
(2)
Includes processing and disposal commitments to guarantee firm capacity or priority service in various
facilities.
(3)
Includes minimum standby rate commitments on two designated drilling rigs.
(4)
Includes certain community and scholarship investments committed for a period of 15 years.
(5)
Excludes commitments recognized within lease liabilities.
NuVista Energy Ltd.
2025 Annual Financial Statements | 34
24.
Key management compensation
Key management personnel includes the Board of Directors and executive officers of NuVista. The compensation recognized in general and
administrative expenses for key management personnel during the year consisted of the following:
2025
2024
Salaries, wages and short-term benefits
$
5,205
$
6,323
Termination and post-employment benefits
377
—
Share-based payments (1)
8,730
8,147
Total
$
14,312
$
14,470
(1)
Represents the amortization of share-based compensation expense as recorded in the financial statements.
25.
Supplemental information
Supplemental cash flow information
The following table provides a detailed breakdown of certain non-cash items included in cash flows from
operating and investing activities:
2025
2024
Cash provided by (used for):
Accounts receivable and other
$
(11,606
)
$
6,913
Prepaid expenses
(3,488
)
(343
)
Other receivables
(15,065
)
—
Accounts payable and accrued liabilities
(23,136
)
54,493
$
(53,295
)
$
61,063
Related to:
Operating activities
$
(45,784
)
$
60,086
Investing activities
(7,511
)
977
$
(53,295
)
$
61,063
Supplemental disclosures
NuVista’s statement of earnings is prepared primarily by nature of expense, except for employee compensation, which is included in both
operating and general and administrative expenses.
The following table details the amount of total employee compensation included in the
operating expenses, general and administrative expenses and share-based compensation in the statement of earnings:
2025
2024
Operating
$
2,650
$
2,825
General and administrative
22,219
22,211
Share-based compensation
21,227
14,121
Total employee compensation costs
$
46,096
$
39,157
NuVista Energy Ltd.
2025 Annual Financial Statements | 35
26.
Subsequent event
On February 3, 2026, Ovintiv (TSX: OVV; NYSE: OVV), through Ovintiv Canada, completed the acquisition of all of the issued and outstanding
common shares of NuVista not already owned by Ovintiv or its affiliates pursuant to a definitive arrangement agreement dated November 4, 2025 (the “Arrangement Agreement”). The acquisition was completed by way of a plan of
arrangement under the Business Corporations Act (Alberta) in a cash and share transaction valued at approximately $3.8 billion (the “Transaction”).
The Transaction was approved on January 23, 2026 by over 99% of the votes cast at a special meeting of NuVista shareholders, with
approximately 64% of outstanding shares represented at the meeting. Pursuant to the Arrangement Agreement, NuVista shareholders were entitled to elect to receive: (i) $18.00 in cash per NuVista share; (ii) 0.344 of an Ovintiv common stock per
NuVista share; or (iii) a combination thereof, subject to proration and a maximum aggregate cash consideration of approximately $1.57 billion and a maximum aggregate share consideration of approximately 30.1 million Ovintiv common
stock. Shareholders who did not make a valid election were deemed to have elected to receive 50% cash consideration and 50% share consideration.
Debt Settlement
Pursuant to the Arrangement Agreement and the applicable indenture, the remaining outstanding principal amount of NuVista’s 2026 Notes
was redeemed in connection with the closing of the Transaction.
In addition, upon closing, all amounts outstanding under NuVista’s
credit facility were repaid in full, all related obligations were discharged, and the credit facility was terminated. The EDC APSG program was likewise terminated at closing.
Transaction Costs
In connection with the Transaction, NuVista incurred transaction costs of $2.4 million as at December 31, 2025, primarily related to
legal and advisory fees. Upon closing, total transaction costs attributable to third-party professional services amounted to $32.8 million. These amounts exclude costs related to employee severance and compensation arrangements.
Following completion of the Transaction, the NuVista Shares were delisted from the TSX, and on February 19, 2026, NuVista was amalgamated
with Ovintiv Canada.
NuVista Energy Ltd.
2025 Annual Financial Statements | 36
EX-99.2
EX-99.2
Filename: d68968dex992.htm · Sequence: 5
EX-99.2
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.
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 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 effects of debt financing including Ovintiv’s Two-Year Term
Credit Agreement (“Term Loan”) that was entered into in connection with the acquisition and from Ovintiv’s short-term borrowings to fund the cash consideration of the NuVista Acquisition;
•
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; 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 are included in this Form 8-K.
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
Historical
Pro Forma Adjustments
($ millions)
Ovintiv
NuVista
Adjusted
(Note 2)
Acquisition
Adjustments
(Note 3)
Transaction
Adjustments
(Note 3)
Pro Forma
Combined
Assets
Current Assets
Cash and cash equivalents
35
1
—
—
36
Accounts receivable and accrued revenues
1,128
152
(7
)
b.iv)
—
1,273
Investment in marketable securities
245
—
—
(245
)
a), b.i)
—
Risk management
86
90
—
—
176
Income tax receivable
29
—
—
—
29
1,523
243
(7
)
(245
)
1,514
Property, Plant and Equipment, at cost:
Oil and natural gas properties, based on full cost accounting
Proved properties
70,133
2,277
(70
)
b.i)
270
a), b.i)
72,610
Unproved properties
434
26
575
b.ii)
—
1,035
Other
864
—
19
b.iii)
—
883
Property, plant and equipment
71,431
2,303
524
270
74,528
Less: Accumulated depreciation, depletion and amortization
(57,187
)
—
—
—
(57,187
)
Property, plant and equipment, net
14,244
2,303
524
270
17,341
Other Assets
1,299
119
(7
)
b.iv)
—
1,411
Risk Management
4
69
—
—
73
Deferred Income Taxes
744
—
—
—
744
Goodwill
2,576
—
312
b.v)
—
2,888
20,390
2,734
822
25
23,971
Liabilities and Shareholders’ Equity
Current Liabilities
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
b.vi)
53
c)
984
2,795
279
1
79
3,154
Long-Term Debt
4,392
47
—
1,151
c)
5,590
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
(41
)
b.vii)
—
432
Deferred Income Taxes
402
350
223
b.viii)
—
975
9,195
892
183
1,230
11,500
Shareholders’ Equity
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
(1,049
)
(1
)
a), d)
2,439
Accumulated other comprehensive income
973
—
—
—
973
Total Shareholders’ Equity
11,195
1,842
(1,842
)
1,276
12,471
20,390
2,734
(1,659
)
2,506
23,971
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
Adjusted
(Note 2)
Pro Forma
Adjustments
(Note 4)
Transaction
Adjustments
(Note 4)
Pro Forma
Combined
Revenues
Product and service revenues
7,176
842
—
—
8,018
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
Total Revenues
8,908
964
—
—
9,872
Operating Expenses
Production, mineral and other taxes
286
9
—
—
295
Transportation and processing
1,724
110
—
—
1,834
Operating
862
279
—
—
1,141
Purchased product
1,447
—
—
—
1,447
Depreciation, depletion and amortization
2,179
190
141
a
)
—
2,510
Impairments
920
—
—
—
920
Accretion of asset retirement obligation
28
3
—
—
31
Construction costs
—
42
—
—
42
Administrative
331
35
—
26
c)
392
Total Operating Expenses
7,777
668
141
26
8,612
Operating Income
1,131
296
(141
)
(26
)
1,260
Other (Income) Expenses
Interest
376
16
56
b
)
—
448
Foreign exchange (gain) loss, net
31
—
—
—
31
Other (gains) losses, net
(46
)
—
—
—
(46
)
Total Other (Income) Expenses
361
16
56
—
433
Net Earnings Before Income Tax
770
280
(197
)
(26
)
827
Income tax expense (recovery)
(472
)
66
(47
)
d
)
(6
)
d)
(459
)
Net Earnings
1,242
214
(150
)
(20
)
1,286
Net Earnings Per Share of Common Stock
Basic
4.83
4.48
Diluted
4.78
4.44
Weighted Average Per Share of Common Stock Outstanding (millions)
Basic
257.2
30.1
e
)
287.3
Diluted
259.7
30.1
e
)
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.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the NuVista Acquisition and the
related financing transactions 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 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 and the related financing transactions 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
Adjustments
(Note 2a)
(CAD)
(Unaudited)
IFRS to U.S.
GAAP
Adjustments
(Note 2b)
(CAD)
(Unaudited)
Currency
Translation
Adjustments
(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
Adjustments
(Note 2a)
(CAD)
(Unaudited)
IFRS to U.S.
GAAP
Adjustments
(Note 2b)
(CAD)
(Unaudited)
Currency
Translation
Adjustments
(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 3.
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 4 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 3.
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 3.
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. 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 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 b.i) below.
(b)
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 a) 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.
(c)
Reflects debt financing of $1.2 billion to finance the cash consideration of the NuVista Acquisition under
the Term Loan and from other short-term borrowings.
(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
Fair value of Ovintiv shares of common stock issued
$
1,277
Note 4. 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, 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.
(b)
Reflects interest expense calculated using the average interest rate of 4.66 percent from Ovintiv’s
Term Loan and 4.37 percent interest rate from Ovintiv’s short-term borrowings to fund the cash portion of the NuVista Acquisition. Interest expense associated with the Term Loan was calculated utilizing historical average Canadian
over-night repo rate average interest rates during 2025. Interest expense associated with the short-term borrowings was calculated utilizing historical weighted average interest rates that were available under Ovintiv’s Commercial Paper
program during 2025.
(c)
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.
(d)
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.
(e)
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 as if the transaction 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
Ovintiv U.S.
Historical
Ovintiv
Canada
NuVista
Acquisition
Pro Forma
Canada
Pro Forma
Total
Balance—December 31, 2024
579.8
0.2
—
0.2
580.0
Revisions and improved recovery
(29.9
)
0.1
—
0.1
(29.8
)
Extensions and discoveries
19.6
—
—
—
19.6
Purchases of reserves in place
33.3
—
—
—
33.3
Sale of reserves in place
(108.2
)
—
—
—
(108.2
)
Production
(52.0
)
(0.2
)
—
(0.2
)
(52.2
)
Balance—December 31, 2025
442.5
0.2
—
0.2
442.7
Proved developed reserves as of
December 31, 2024
273.7
0.2
—
0.2
273.9
December 31, 2025
240.6
0.2
—
0.2
240.8
Proved undeveloped reserves as of
December 31, 2024
306.0
—
—
—
306.0
December 31, 2025
201.9
—
—
—
201.9
Natural Gas Liquids (MMbbls) (1)
Historical
Ovintiv U.S.
Historical
Ovintiv
Canada
NuVista
Acquisition
Pro Forma
Canada
Pro Forma
Total
Balance—December 31, 2024
534.5
99.7
130.9
230.6
765.1
Revisions and improved recovery
10.1
10.8
6.3
17.1
27.2
Extensions and discoveries
13.6
6.1
3.0
9.1
22.7
Purchases of reserves in place
24.3
101.5
—
101.5
125.8
Sale of reserves in place
(14.9
)
—
—
—
(14.9
)
Production
(31.9
)
(27.1
)
(10.4
)
(37.5
)
(69.4
)
Balance—December 31, 2025
535.8
191.1
129.8
320.9
856.7
Proved developed reserves as of
December 31, 2024
336.2
59.9
57.9
117.8
454.0
December 31, 2025
364.9
105.6
64.3
169.9
534.8
Proved undeveloped reserves as of
December 31, 2024
198.4
39.8
73.0
112.8
311.2
December 31, 2025
170.9
85.5
65.5
151.0
321.9
Natural Gas (Bcf) (1)
Historical
Ovintiv U.S.
Historical
Ovintiv
Canada
NuVista
Acquisition
Pro Forma
Canada
Pro Forma
Total
Balance—December 31, 2024
3,052
2,005
1,578
3,583
6,635
Revisions and improved recovery
190
1,053
37
1,090
1,280
Extensions and discoveries
69
529
30
559
628
Purchases of reserves in place
119
797
—
797
916
Sale of reserves in place
(201
)
—
—
—
(201
)
Production
(188
)
(492
)
(102
)
(594
)
(782
)
Balance—December 31, 2025
3,041
3,892
1,543
5,435
8,476
Proved developed reserves as of
December 31, 2024
1,953
1,269
699
1,968
3,921
December 31, 2025
2,123
2,572
771
3,343
5,466
Proved undeveloped reserves as of
December 31, 2024
1,099
736
879
1,615
2,714
December 31, 2025
919
1,319
772
2,091
3,010
(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.
Historical
Ovintiv
Canada
NuVista
Acquisition
Pro Forma
Canada
Pro Forma
Total
Future cash inflows
41,435
15,123
8,415
23,538
64,973
Less future:
Production costs
12,732
7,505
4,309
11,814
24,546
Development costs
6,895
3,004
1,200
4,204
11,099
Income taxes
3,042
155
507
662
3,704
Future net cash flows
Less 10% annual discount for estimated timing of cash flows
8,871
1,440
1,036
2,476
11,347
Discounted future net cash flows
9,895
3,019
1,363
4,382
14,277
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.
Historical
Ovintiv
Canada
NuVista
Acquisition
Pro Forma
Canada
Pro Forma
Total
Balance, beginning of year—January 1, 2025
12,860
812
1,243
2,055
14,915
Changes resulting from:
Sales of oil and gas produced during the year
(3,163
)
(1,197
)
(411
)
(1,608
)
(4,771
)
Discoveries and extensions, net of related costs
338
365
48
413
751
Purchases of proved reserves in place
587
907
—
907
1,494
Sales and transfers of proved reserves in place
(1,551
)
—
—
—
(1,551
)
Net change in prices and production costs
(3,678
)
1,112
14
1,126
(2,552
)
Revisions to quantity estimates
90
721
230
951
1,041
Accretion of discount
1,451
89
151
240
1,691
Development costs incurred during the year
1,555
615
306
921
2,476
Changes in estimated future development costs
1,053
(361
)
(107
)
(468
)
585
Other
(1
)
—
3
3
2
Net change in income taxes
354
(44
)
(114
)
(158
)
196
Balance, end of year—December 31, 2025
9,895
3,019
1,363
4,382
14,277
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v3.26.1
Document and Entity Information
Feb. 03, 2026
Cover [Abstract]
Amendment Flag
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Entity Central Index Key
0001792580
Document Type
8-K/A
Document Period End Date
Feb. 03, 2026
Entity Registrant Name
Ovintiv Inc.
Entity Incorporation State Country Code
DE
Entity File Number
001-39191
Entity Tax Identification Number
84-4427672
Entity Address, Address Line One
Suite 1700
Entity Address, Address Line Two
370 - 17th Street
Entity Address, City or Town
Denver
Entity Address, State or Province
CO
Entity Address, Postal Zip Code
80202
City Area Code
(303)
Local Phone Number
623-2300
Written Communications
false
Soliciting Material
false
Pre Commencement Tender Offer
false
Pre Commencement Issuer Tender Offer
false
Security 12b Title
Common Stock, par value $0.01 per share
Trading Symbol
OVV
Security Exchange Name
NYSE
Entity Emerging Growth Company
false
Amendment Description
On February 3, 2026, Ovintiv Inc. (“Ovintiv”) filed with the U.S. Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other events, that Ovintiv and its wholly-owned subsidiary, Ovintiv Canada ULC (collectively, the “Company”), completed the acquisition of all of the common shares of NuVista Energy Ltd. (“NuVista”). This Current Report on Form 8-K/A amends the Original Form 8-K to disclose the financial statements and other information set forth in Item 9.01(a) and Item 9.01(b) of Form 8-K. No other changes to the Original Form 8-K are being made hereby. Subsequent to this Current Report on Form 8-K/A, Ovintiv will file a Current Report on Form 8-K disclosing pro forma financial information related to the divestiture of its Anadarko assets (the “Anadarko Divestiture”) and the acquisition of NuVista (the “NuVista Acquisition”). The unaudited pro forma condensed combined balance sheet as of December 31, 2025 contained therein, will give effect to the Anadarko Divestiture and the NuVista Acquisition as if such transactions had been completed on December 31, 2025. The unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2025 contained therein, will give effect to the Anadarko Divestiture and the NuVista Acquisition as if such transactions had been completed on January 1, 2025.
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