McCracken Brendan Michael 4

4 · Ovintiv Inc. · Filed Mar 11, 2026

AI-generated summary of this filing

Updated Mar 12, 2026

Ovintiv CEO Brendan McCracken Exercises Awards and Sells Shares

What happened

Brendan McCracken, President & CEO and a director of Ovintiv (OVV), had RSUs and PSUs vest/settle on March 9–10, 2026 and converted those awards into common stock (exercise/conversion of derivatives). He acquired a total of 188,687 shares from those settlements (65,163; 79,675; 43,849). To satisfy tax withholding and as part of settlement, 127,370 shares were withheld/disposed (28,510; 79,675; 19,185) for proceeds totaling about $6,642,708 (three dispositions at $52.07 and $52.62). Net result: +61,317 shares (188,687 acquired less 127,370 disposed).

Key details

Transaction dates: March 9 and March 10, 2026. Form 4 filed March 11, 2026 (timely).
Acquired on exercise/conversion: 188,687 shares (65,163 + 79,675 + 43,849).
Disposed/withheld: 127,370 shares (28,510 @ $52.07 = $1,484,516; 79,675 @ $52.07 = $4,148,677; 19,185 @ $52.62 = $1,009,515). Total proceeds ≈ $6,642,708.
Net increase in his holdings from these transactions: 61,317 shares.
Transaction codes: M = exercise/conversion of derivative (RSU/PSU vesting); F = shares withheld to satisfy tax withholding; D = disposition to issuer.
Footnotes of note: PSUs settled at 84% of target (F3); RSUs/PSUs convert on a one-for-one basis into common stock (F5, F8); withheld shares were used to satisfy tax obligations (F6). Some reinvested dividends and matching shares may be included (F9).
Shares owned after the transaction are not specified in the excerpt of the Form 4.

Context

These transactions represent award settlements (RSUs/PSUs) followed by share withholding/sale to cover taxes and settlement obligations — commonly called a "sell-to-cover" or issuer disposition rather than an open-market discretionary sale. PSUs were settled below target (84%), per the filing. There is no open-market purchase reported.

Form 4

Period: 2026-03-09

DirectorPresident & CEO

Transactions

Exercise/Conversion
Common Stock
[F4][F5]
2026-03-09+65,163→ 300,076 total
Tax Payment
Common Stock
[F6]
2026-03-09$52.07/sh−28,510$1,484,516→ 271,566 total
Exercise/Conversion
Common Stock
[F7][F8]
2026-03-09+79,675→ 351,241 total
Disposition to Issuer
Common Stock
[F3]
2026-03-09$52.07/sh−79,675$4,148,677→ 271,566 total
Exercise/Conversion
Common Stock
[F4][F5]
2026-03-10+43,849→ 315,415 total
Tax Payment
Common Stock
[F6][F9]
2026-03-10$52.62/sh−19,185$1,009,515→ 296,230 total
Exercise/Conversion
Restricted Share Unit
[F1]
2026-03-09−65,163→ 268,217 total
From: 2026-03-09Exp: 2026-03-09→ Common Stock (65,163 underlying)
Exercise/Conversion
Performance Share Unit
[F2][F3]
2026-03-09−79,675→ 0 total
From: 2026-03-09Exp: 2026-03-09→ Common Stock (79,675 underlying)
Exercise/Conversion
Restricted Share Unit
[F1]
2026-03-10−43,849→ 224,368 total
From: 2026-03-10Exp: 2026-03-10→ Common Stock (43,849 underlying)

Holdings

Footnotes (9)

[F1]Each Restricted Share Unit ("RSU") is the economic equivalent of one share of common stock of Ovintiv Inc. ("Ovintiv") and yields dividend equivalent RSUs. Vesting will occur on the exercise date in accordance with the Omnibus Incentive Plan and applicable grant agreement, and subject to the grantee's continued employment with Ovintiv through the applicable exercise date.
[F2]Each Performance Share Unit ("PSU") is settled based on the achievement of certain performance criteria, is the economic equivalent of one share of common stock of Ovintiv and yields dividend equivalent PSUs.
[F3]Settlement of the PSUs was based on a performance criteria multiplier of 84 percent.
[F4]Represents the settlement upon vesting of RSUs.
[F5]RSUs convert into Ovintiv common stock on a one-for-one basis.
[F6]Reporting the withholding by Ovintiv of shares of Ovintiv common stock (from the shares of common stock issued upon settlement upon vesting of RSUs or PSUs, as applicable) to satisfy payment of tax withholding obligations.
[F7]Represents the settlement upon vesting of PSUs.
[F8]PSUs convert into Ovintiv common stock on a one-for-one basis.
[F9]Includes Ovintiv common stock acquired through reinvested dividends and employee matching not previously reported.

Signature

/s/ Dawna Gibb, by Power of Attorney|2026-03-11

1 file