OVV Ovintiv Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,

SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

For the transition period from _______________ to _______________

Commission File Number: 001-39191

OVINTIV U.S. RETIREMENT PLAN

370 17^th Street, Suite 1700

Denver, CO 80202

U.S.A.

OVINTIV INC.

370 17^th Street, Suite 1700

Denver, CO 80202

U.S.A.

Ovintiv U.S. Retirement Plan

Financial Statements

and

Report of Independent Registered Public Accounting Firm

December 31, 2022 and 2021

Table of Contents

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See accompanying Notes to Financial Statements

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See accompanying Notes to Financial Statements

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OVINTIV U.S. RETIREMENT PLAN

OVINTIV U.S. RETIREMENT PLAN

B) Contributions

Participants may make before-tax and after-tax contributions up to 75% of their annual compensation not to exceed limits set by the U.S. Internal Revenue Service (the “IRS”), which are adjusted annually by the U.S. Secretary of Treasury for inflation. This maximum percentage may be reduced by the Plan administrator in certain circumstances. The Plan also permits rollover contributions from other qualified retirement plans. Participant contributions to the Plan are made through regular payroll deductions, catch-up contributions, and Roth contributions, which are after-tax contributions tracked in a separate account but subject to the same limitations set forth under the Plan.

The Company will make a safe harbor matching contribution of 100% of elective deferrals up to 5% of eligible compensation each period, which is initially invested in shares of Ovintiv common stock and after that, participants may invest at their direction. In addition, the Company will make a contribution of 8% of eligible compensation each pay period, invested at the direction of the participants (except that these funds generally cannot be invested in shares of Ovintiv common stock).

C) Participants’ Accounts

Each participant’s account is credited with the participant’s contribution and an allocation of the Company’s contribution, Plan earnings or losses, forfeitures, and an allocation of Plan expenses. Allocations are based upon Plan earnings or losses and account balances, as defined. The benefit to which a participant is entitled is the vested portion of the participant’s account.

D) Vesting

Participants are vested immediately in their contributions plus actual earnings or losses thereon. Participants also have full and immediate vesting in the Company’s 5% safe harbor matching contribution portion of their accounts. Participants are generally fully vested in the Company’s 8% contribution after three years of service, and at disability, death or attainment of early retirement age under the Plan.

E) Participant Notes Receivable

Participants may borrow from their account a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The notes are secured by the balance in the participant’s account and bear an interest rate between 4.25% to 9.25%, equal to one percent over the prime rate published in the Wall Street Journal on the first business day of the month in which the note is requested. The notes mature at various dates through 2037. The principal and interest are paid ratably through payroll deductions. Participant notes are recorded in the financial statements at amortized cost plus accrued interest. Participant notes receivable are written off when deemed uncollectible.

F) Payments of Benefits

Upon termination of service, a participant may receive the value of the vested account balance as a lump-sum distribution or, at the participant’s election, in partial payments in cash, periodic installment payments, or in an annuity form of payment. Accounts with balances less than $1,000 will be distributed in a cash lump sum. Benefits are recorded as distributions to participants when paid.

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OVINTIV U.S. RETIREMENT PLAN

G) Participant Termination and Forfeitures

Forfeitures occur when a participant terminates employment prior to satisfying the service years required to become vested in the 8% contribution made by the Company. Forfeitures can be used to pay Plan expenses or reduce employer contributions. As of December 31, 2022, and 2021, forfeiture balances were nil and nil, respectively. For the year ended December 31, 2022, $191,000 of forfeitures were used to reduce employer contributions and $146,870 of forfeitures were used to reduce administrative expenses.

H) Valuation of Investments and Income Recognition

Investments are recorded at fair value or net asset value (“NAV”) for common collective trust funds as reported to the Plan by the trustee. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 2 for discussion of fair value measurements.

The net realized and unrealized gain or loss on investments (net appreciation or depreciation in fair value of investments) is reflected in the accompanying statement of changes in net assets available for benefits and is determined as the difference between fair value at the beginning of the year (or date purchased if during the year) and selling price (if sold during the year) or year-end fair value. Purchase and sales of investments are recorded on a trade-date basis. Interest income is recognized on the accrual basis. Dividends are recognized on the ex-dividend date.

I) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires the Plan administrator to make informed estimates and assumptions and use judgements that affect certain reported amounts and disclosures. Accordingly, actual results could differ from estimated amounts.

J) Risk and Uncertainties

The Plan provides for various investments that, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the value of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

Additionally, some investments held by Principal are invested in the securities of foreign companies, which involve certain risks and considerations not typically associated with investing in U.S. companies. These risks include devaluation of currencies, less reliable information about issuers, different securities transaction clearance and settlement practices, and possible adverse political and economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies.

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OVINTIV U.S. RETIREMENT PLAN

2. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques include the market, income and cost approach. The market approach uses information generated by market transactions involving identical or comparable assets or liabilities; the income approach converts estimated future amounts to a present value; the cost approach is based on the amount that currently would be required to replace an asset.

Inputs used in determining fair value are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. The three input levels of the fair value hierarchy are as follows:

In determining fair value, the Plan utilizes the most observable inputs available. If a fair value measurement reflects inputs at multiple levels within the hierarchy, fair value measurement is characterized based on the lowest level of input that is significant to the fair value measurement.

The following is a description of the valuation methodologies used for the investments measured at fair value. There have been no changes in the methodologies used at December 31, 2022 and 2021.

Mutual funds:

Mutual funds are valued at the daily closing price as reported by the fund. All of the mutual funds are funds with quoted daily prices that are directly observable in the marketplace by market participants.

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OVINTIV U.S. RETIREMENT PLAN

Common collective trust funds:

The Principal Stable Value Fund, held in a common collective trust fund, invests in conventional and synthetic guaranteed investment contracts (“GICs”) issued by life insurance companies, banks and other financial institutions with excess cash invested in cash equivalents. These investments are valued at their NAV per share as of the close of business on the valuation date as a practical expedient for the estimated fair value. The NAV is quoted on a private market that is not active; however, the unit price is based on the value of the underlying investment assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV for the Stable Value Fund is based on the contract value of fully benefit-responsive contracts, conventional and synthetic GICs, which represents invested principal plus accrued interest thereon. The Stable Value Fund seeks to provide preservation of capital and relatively stable returns regardless of the volatility of the financial markets.

The Nuveen Lifecycle Index Funds, held in a common collective trust fund, invests in equity, fixed income, and direct real estate. These funds are characterized at fair value hierarchy level 2 as they are readily determinable based on the underlying mutual funds. The Nuveen Lifecycle Index Funds seek high total return over time through a combination of capital appreciation and income.

The Wilmington Funds, held in a common collective trust fund, invests in equity securities of mid cap U.S. companies. Equity securities include common and preferred stocks, as well as convertible securities. These investments are valued at their NAV per unit as of the close of trading on the New York Stock Exchange each day. To calculate the NAV, the Fund’s assets are valued and totaled, liabilities are subtracted, and the balance is divided by the number of units outstanding. The Fund seeks to provide long-term capital appreciation.

The Funds are valued at the NAV of the units held by the Plan. NAV would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported NAV.

There are no significant redemption restrictions or unfunded commitments on these investments.

Pooled separate accounts:

Investments in a pooled separate account (“PSA”) are valued on a per unit market value as determined by the Principal, which reflects the fair value of the underlying investments comprising the separate pooled funds. The majority of the underlying net assets have observable Level 1 and/or Level 2 quoted pricing inputs which are used to determine the unit value of the PSA which is not publicly quoted but available to investors through accessing their online balances. These PSAs are classified as Level 2.

Investments in this category can be transferred once every 30 days at the current NAV per share based on the fair value of the underlying assets. Participants are not allowed to transfer back into this category until the holding period elapses. New contributions are allowed during this time period.

There are no significant redemption restrictions or unfunded commitments on these investments.

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OVINTIV U.S. RETIREMENT PLAN

3. Income Taxes

The Plan obtained a favorable opinion letter, dated April 27, 2023, from the IRS as to the qualified status of the Plan. The Plan has not been amended since that date therefore, the Plan administrator believes that the Plan continues to be operated and administered in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provisions for income tax have been included in the Plan financial statements. The plan administrator believes it is no longer subject to tax examinations for years prior to 2015.

4. Administration of the Plan

The Company provides, at no cost to the Plan, certain administrative, accounting, and legal services to the Plan and pays the cost of certain outside services for the Plan.

5. Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. If the Plan is terminated for any reason, all participants become 100% vested and the Plan administrator is to distribute each participant’s interest to the participant or their beneficiary.

6. Party-in-Interest Transactions

Certain Plan investments are managed by Principal or its affiliates. Principal is the Trustee as defined by the Plan and these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the investment management services were included as a reduction of the return earned on each fund.

The Plan allows participants to invest in Ovintiv common stock. As the Company is the sponsoring entity of the Plan, the common shares qualify as party-in-interest transactions. For the year ended December 31, 2022, transactions involving the Company’s stock included sales of approximately $13,419,640 and purchases of approximately $8,297,979.

The Company pays certain expenses on behalf of the plan. These transactions qualify as party-in-interest transactions.    

7. Concentration of Investments

As of December 31, 2022, the Plan held $57,389,727 in the Fidelity 500 Index Fund, which was approximately 13% of total investments. As of December 31, 2021, the Plan held $66,531,081 in the Fidelity 500 Index Fund, which was approximately 13% of total investments. The net assets available for benefits would be sensitive to any changes in the value of Fidelity 500 Index Fund. The Fidelity 500 Index Fund seeks to provide investment results that correspond to the total return performance of common stocks included in the S&P 500 index and would be subject to stock market risk, which is the chance that stock prices overall will decline.

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SUPPLEMENTAL SCHEDULES

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