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Form 8-K/A

sec.gov

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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Document and Entity Information

Feb. 03, 2026

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Document Type

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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

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Pre Commencement Tender Offer

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Security 12b Title

Common Stock, par value $0.01 per share

Trading Symbol

OVV

Security Exchange Name

NYSE

Entity Emerging Growth Company

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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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