OVV Ovintiv Inc

As filed with the Securities and Exchange Commission on May 12, 2025

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OVINTIV INC.

(Exact name of registrant as specified in its charter)

Suite 1700, 370 17^th Street

Denver, Colorado, 80202

(Address of Principal Executive Offices, Zip Code)

Omnibus Incentive Plan of Ovintiv Inc.

(Full title of the plan)

Meghan N. Eilers

Executive Vice-President, General Counsel & Corporate Secretary

Suite 1700, 370 17^th Street

Denver, Colorado, 80202

(303) 623 - 2300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Krista Hanvey

Cynthia M. Mabry

Gibson, Dunn & Crutcher LLP

811 Main St., Suite 3000

Houston, Texas 77002-4995

(346) 718-6614

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Ovintiv Inc. (the “Company”, the “registrant”, “we” or “us”) has prepared this Registration Statement in accordance with the requirements of General Instruction E (Registration of Additional Securities) of Form S-8 under the Securities Act of 1933, as amended, (the “Securities Act”), to register an additional 5,700,000 shares of its common stock, par value $0.01 per share (the “Common Stock”) that are reserved for issuance pursuant to awards granted under the Omnibus Incentive Plan of Ovintiv Inc. (as amended, restated, supplemented or otherwise modified, the “Plan”). The contents of the Registration Statement on Form S-8 (Registration No.  333-231248), filed with the United States Securities and Exchange Commission (the “SEC”) on May  7, 2019 as amended by Post-Effective Amendment No. 1 thereto filed with the SEC on January 27, 2020, and Form S-8 (Registration No. 333-266531) filed with the SEC on August 4, 2022, together with all exhibits filed therewith or incorporated by reference, are hereby incorporated by reference and made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify its directors and officers, as well as other employees and individuals, against expenses (including attorneys’ fees), judgments, fines, and settlement amounts actually and reasonably incurred in connection with specified actions, suits, or proceedings brought by third parties, whether civil, criminal, administrative, or investigative, if the individuals acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions and actions brought directly by the corporation, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification of expenses if the person seeking indemnification has been found liable to the corporation. In addition, the statute requires indemnification of directors and certain officers to the extent they have been successful, on the merits or otherwise, in defending an action, suit, or proceeding (whether brought by a third party or by or on behalf of the corporation). The statute also permits a corporation to pay expenses of defense in advance of the final disposition of an action, suit, or proceeding upon receipt (in the case of a current director or officer) of an undertaking to repay any amounts advanced if it is ultimately determined that the director or officer is not entitled to be indemnified. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

The Company’s Certificate of Incorporation contains provisions that limit the liability of the directors of the Company for monetary damages to the fullest extent permitted by Delaware law. Consequently, the Company’s directors will not be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

The Certificate of Incorporation provides that the Company is required to indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law. The Certificate of Incorporation also obligates the Company to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. In addition, the Company has entered into agreements with the Company’s directors and officers to indemnify such directors and officers. With specified exceptions, these agreements provide for indemnification against all liability and loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by any of these individuals in any action, suit or proceeding, to the fullest extent permitted by applicable law. In addition, the Company maintains directors’ and officers’ liability insurance.

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The limitation of liability and indemnification provisions in the Certificate of Incorporation may discourage stockholders from bringing a lawsuit against the Company’s directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against the Company’s directors and officers, even though an action, if successful, might benefit the Company and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that the Company pays the costs of settlement or damages.

The foregoing summaries are necessarily subject to the complete text of Section 145 of the DGCL and the Company’s Certificate of Incorporation and the arrangements referred to above and are qualified in their entirety by reference thereto.

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Item 8. Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on May 12, 2025.

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Meghan Eilers and Corey D. Code, and each of them, any of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments, including any post-effective amendments, and supplements to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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Exhibit 5.1

May 12, 2025

Ovintiv Inc.

370 – 17^th Street, Suite 1700

Denver, CO 80202

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Ovintiv Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with an amendment to the Omnibus Incentive Plan of Ovintiv Inc. (the “Plan”) that would, amongst other things, increase the maximum number of common shares, par value $0.01 per share (the “Shares”), issuable under the Plan from 12,000,000 to 17,700,000 Shares, resulting in an additional 5,700,000 Shares available for issuance thereunder (the “Plan Shares”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein and in reliance on the statements of fact contained in the documents we have examined, we are of the opinion that the Plan Shares, when issued and sold in accordance with the terms of the Plan and against payment therefor, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. This opinion may not be relied upon for any other purpose or relied upon by, or furnished to, any other person, firm or corporation, or quoted from or referred to in whole or in part, or used for any other purpose, without our prior written consent. We have no responsibility or obligation and disclaim any undertaking to (i) update this opinion letter; (ii) take into account or inform the addressee or any other person of any changes in law, facts or other developments subsequent to this date that do or may affect the opinion we express; (iii) advise the addressee or any other person of any other change in any matter addressed in this opinion letter; or (iv) consider the applicability or correctness of the opinion expressed herein to any person other than the addressee. Our opinion expressed herein does not take into account any proposed rules, policies or legislative changes that may come into force following the date hereof.

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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this registration statement on Form S-8 of Ovintiv Inc. of our report dated February 26, 2025 relating to the financial statements and effectiveness of internal control over financial reporting of Ovintiv Inc., which appears in Ovintiv Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Calgary, Alberta

Canada

May 12, 2025

PricewaterhouseCoopers LLP

111 5th Avenue South West, Suite 3100, Calgary, Alberta, Canada T2P 5L3

T: +1 403 509 7500, F: +1 403 781 1825, ca_calgary_main_fax@pwc.com, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Exhibit 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the use and reference to our name and report dated January 31, 2025 auditing a portion of Ovintiv Inc.’s petroleum and natural gas reserves as of December 31, 2024 (the “Report”), and the information derived from our Report, as described or incorporated by reference in Ovintiv Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the United States Securities and Exchange Commission.

Yours truly,

Calgary, Alberta

May 12, 2025

2000, Eighth Avenue Place, East Tower, 525 – 8 Avenue SW, Calgary, AB, T2P 1G1 Tel: (403) 262-5506 www.mcdan.com

Exhibit 23.4

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the use and reference to our name and report dated January 17, 2025, auditing a portion of Ovintiv Inc.’s petroleum and natural gas reserves as of December 31, 2024 (the “Report”), and the information derived from our Report, as described or incorporated by reference in Ovintiv Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the United States Securities and Exchange Commission.

Dallas, Texas

May 12, 2025

Exhibit 23.5

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Ovintiv Inc. of our report dated December 18, 2024 relating to the statement of revenues and expenses for the Karr, Wapiti and Zama Properties of Paramount Resources Ltd. which appears in the Form 8-K/A of Ovintiv Inc. filed with the United States Securities and Exchange Commission on February 4, 2025.

/s/ Ernst & Young LLP

Chartered Professional Accountants

Calgary, Alberta, Canada

May 12, 2025

Exhibit 23.6

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the use and reference to our name and references to, the oil, natural gas and NGL reserves estimates and forecasts of economics as of December 31, 2023, related to certain Paramount Resources Ltd. assets, included in or incorporated by reference in Ovintiv Inc.’s Form 8-K/A filed with the United States Securities and Exchange Commission on February 4, 2025

Yours truly,

Calgary, Alberta

May 12, 2025

2000, Eighth Avenue Place, East Tower, 525 – 8 Avenue SW, Calgary, AB, T2P 1G1 Tel: (403) 262-5506 www.mcdan.com