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Share Capital
 12 Months Ended
Dec. 31, 2025
Class of Stock Disclosures [Abstract]  
Share Capital

18.

Share Capital

 

AUTHORIZED

Ovintiv is authorized to issue 750 million shares of common stock, par value $0.01 per share, and 25 million shares of preferred stock, par value $0.01 per share. No shares of preferred stock are outstanding.

ISSUED AND OUTSTANDING

 

As at December 31

 

2025

 

 

2024

 

 

2023

 

 

 

Number
(millions)

 

 

Amount

 

 

Number
(millions)

 

 

Amount

 

 

Number
(millions)

 

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares of Common Stock Outstanding, Beginning of Year

 

 

260.4

 

 

$

3

 

 

 

271.7

 

 

$

3

 

 

 

245.7

 

 

$

3

 

Shares of Common Stock Purchased

 

 

(7.8

)

 

 

-

 

 

 

(12.7

)

 

 

-

 

 

 

(9.9

)

 

 

-

 

Shares of Common Stock Issued

 

 

0.7

 

 

 

-

 

 

 

1.4

 

 

 

-

 

 

 

35.9

 

 

 

-

 

Shares of Common Stock Outstanding, End of Year

 

 

253.3

 

 

$

3

 

 

 

260.4

 

 

$

3

 

 

 

271.7

 

 

$

3

 

 

On June 12, 2023, in accordance with the terms of the Permian Acquisition agreement, Ovintiv issued approximately 31.8 million shares of common stock as a component of the consideration paid to EnCap as discussed in Note 9. In conjunction with the share issuance, the Company recognized share capital of $318 thousand and paid in surplus of $1,169 million.

 

NORMAL COURSE ISSUER BID AND OTHER SHARE BUYBACKS

On September 29, 2025, the Company announced it had received regulatory approval for the renewal of its NCIB program, which enables the Company to purchase, for cancellation or return to treasury, up to approximately 22.3 million shares of common stock over a 12-month period from October 3, 2025, to October 2, 2026.

During the year ended December 31, 2025, under its 2024 NCIB program which extended from October 3, 2024, to October 2, 2025, the Company purchased approximately 7.8 million shares for total consideration of approximately $307 million. Of the amount paid, $78 thousand was charged to share capital and $307 million was charged to paid in surplus.

During the year ended December 31, 2024, under its 2023 NCIB program which extended from October 3, 2023, to October 2, 2024, the Company purchased approximately 12.7 million shares for total consideration of approximately $597 million. Of the amount paid, $127 thousand was charged to share capital and $597 million was charged to paid in surplus.

During the year ended December 31, 2023, under its 2022 NCIB program which extended from October 3, 2022, to October 2, 2023, the Company purchased approximately 7.7 million shares for total consideration of approximately $328 million. Of the amount paid, $77 thousand was charged to share capital and $328 million was charged to paid in surplus.

In addition to the NCIB purchases, during the year ended December 31, 2023, the Company purchased approximately 2.2 million shares of common stock for total consideration of approximately $98 million. Of the amount paid, $22 thousand was charged to share capital and $98 million was charged to paid in surplus.

All NCIB purchases were made in accordance with their respective programs at prevailing market prices plus brokerage fees, with consideration allocated to share capital up to the par value of the shares, with any excess allocated to paid in surplus.

 

DIVIDENDS

During the year ended December 31, 2025, the Company declared and paid dividends of $1.20 per share of common stock, totaling $308 million (2024 - $1.20 per share of common stock, totaling $316 million; 2023 - $1.15 per share of common stock, totaling $307 million).

The Company’s quarterly dividend payment in 2025 and 2024 was $0.30 per share of common stock. Ovintiv’s quarterly dividend payment in 2023 was $0.25 per share of common stock in the first quarter and $0.30 per share of common stock for each of the second, third and fourth quarters.

On February 23, 2026, the Board of Directors declared a dividend of $0.30 per share of common stock payable on March 31, 2026, to shareholders of record as of March 13, 2026.

EARNINGS PER SHARE OF COMMON STOCK

The following table presents the calculation of net earnings (loss) per share of common stock:

 

For the years ended December 31 (US$ millions, except per share amounts)

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

Net Earnings (Loss)

 

$

1,242

 

 

$

1,125

 

 

$

2,085

 

 

 

 

 

 

 

 

 

 

 

Number of Shares of Common Stock:

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding - Basic

 

 

257.2

 

 

 

264.6

 

 

 

259.9

 

Effect of dilutive securities

 

 

2.5

 

 

 

2.8

 

 

 

4.0

 

Weighted Average Shares of Common Stock Outstanding - Diluted

 

 

259.7

 

 

 

267.4

 

 

 

263.9

 

 

 

 

 

 

 

 

 

 

 

Net Earnings (Loss) per Share of Common Stock

 

 

 

 

 

 

 

 

 

Basic

 

$

4.83

 

 

$

4.25

 

 

$

8.02

 

Diluted

 

 

4.78

 

 

 

4.21

 

 

 

7.90

 

STOCK-BASED COMPENSATION PLANS

 

Ovintiv’s Performance Share Unit (“PSU”) and Restricted Share Unit (“RSU”) stock-based compensation plans allow the Company to settle the awards either in cash or in the Company’s common stock. Accordingly, Ovintiv issued 0.7 million shares of common stock during the year ended December 31, 2025 (2024 - 1.4 million shares of common stock) as certain PSU and RSU grants vested during the year. Certain PSUs and RSUs are classified as equity-settled if the Company has sufficient common stock held in reserve for issuance. These awards are included in the calculation of fully diluted net earnings (loss) per share of common stock, using the treasury stock method, if dilutive.

 

Ovintiv’s stock options with associated Tandem Stock Appreciation Rights (“TSARs”) give the employee the right to purchase shares of common stock of the Company or receive cash. Historically, most holders of options have elected to exercise their TSARs in exchange for a cash payment. As a result, outstanding options are not considered potentially dilutive securities.

Following shareholder approval in the second quarter of 2025, the Company added 5.7 million shares of common stock to its reserves for issuance under its stock-based compensation plans. Subsequent to the shareholder approval, an aggregate of 11.7 million shares of common stock is authorized and held in reserve for issuance. As at

December 31, 2025, 7.8 million shares of common stock remain available for issuance under the Company’s stock-based compensation plans. Shares issued as a result of awards granted from stock-based compensation plans are generally funded out of the common stock authorized for issuance as approved by the Company’s shareholders. As at December 31, 2025, there were no changes to Ovintiv’s compensation plans and the Company has sufficient common stock held in reserve for issuance in accordance with its equity-settled stock-based compensation plans.

See Note 22 for further information on Ovintiv’s outstanding and exercisable TSARs, PSUs and RSUs.